F-1

As filed with the Securities and Exchange Commission on December 1, 2014

No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Azul S.A.

(Exact name of Registrant as specified in its charter)

Federative Republic of Brazil	4512	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.

+55 (11) 4831 2880

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

National Corporate Research, Ltd.

10 East 40th Street, 10th Floor

New York, NY 10016

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Stuart K. Fleischmann, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Richard S. Aldrich Jr., Esq. Skadden, Arps, Slate, Meagher & Flom LLP Av. Brigadeiro Faria Lima, 3311, 7^th Floor São Paulo, SP, 04538-133, Brazil

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed Maximum Aggregate Offering Price(1)	Amount of registration fee
Preferred shares including in the form of ADSs(2)(3)	US$100,000,000	US$11,620

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. In accordance with Rule 457(p) under the Securities Act, the full unused amount of US$13,640 paid as registration fee with respect to Registration Statement No. 333-188871 shall be applied to off-set any registration fees due from time to time for this registration statement. Any additional registration fees will be paid subsequently on a pay-as-you-go basis.

(2) Includes preferred shares including in the form of ADSs, which the underwriters may purchase solely to cover options to purchase additional shares, if any, and preferred shares which are to be offered in an offering outside the United States but which may be resold from time to time in the United States in transactions requiring registration under the Securities Act.

(3) A separate Registration Statement on Form F-6 will be filed for the registration of ADSs issuable upon deposit of the preferred shares registered hereby. Each ADS represents one preferred share.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to completion, dated December 1, 2014)

Preferred shares including preferred shares

in the form of American depositary shares

(incorporated in the Federative Republic of Brazil)

This is our initial public offering of              non-voting preferred shares. We are selling              preferred shares. The preferred shares may be offered directly or in the form of American depositary shares, or ADSs, each of which represents one preferred share and is evidenced by an American depositary receipt, or ADR. This prospectus relates to the offering by the international underwriters of preferred shares, including in the form of ADSs in the United States and elsewhere outside of Brazil. Concurrently, we are selling preferred shares in Brazil through the Brazilian underwriters by way of a Brazilian prospectus in Portuguese. We refer to the international offering in the United States and elsewhere outside Brazil and the concurrent offering in Brazil as the “global offering.” The closings of the international and Brazilian offerings are conditioned upon each other.

No public market currently exists for our preferred shares or ADSs. We anticipate that the initial public offering price will be between R$         and R$         per preferred share and between US$         and US$         per ADS, calculated at the exchange rate of R$         per US$1.00 at                     , 2014. We have applied to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “    .” We have applied to list our preferred shares on the Level 2 (Nível 2) segment of the São Paulo Stock Exchange (BM&FBOVESPA S.A.—Bolsa de Valores Mercadorias e Futuros), or BM&FBOVESPA, under the symbol “    .”

Investing in our preferred shares, including in the form of ADSs, involves risks. See “Risk Factors” beginning on page 30 of this prospectus.

	Per Preferred Share	Per ADS	Total
Public offering price	R$	US$	US$
Underwriting discounts and commissions	R$	US$	US$
Proceeds, before expenses, to us	R$	US$	US$

The selling shareholders referred to in this prospectus, or the Selling Shareholders, have granted the international underwriters and Brazilian underwriters an option to purchase for a period of 30 days beginning on the date hereof up to additional preferred shares, including in the form of ADSs, at the initial public offering price less the underwriting discount to cover options to purchase additional shares. We will not receive any proceeds from the sale of preferred shares including in the form of ADSs, by the Selling Shareholders. See “Underwriters—Option.”

Neither the Securities and Exchange Commission, or the SEC, the Brazilian Securities Commission (Comissão de Valores Mobiliários), or the CVM, nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the ADSs will be made through the facilities of The Depository Trust Company, or DTC, on or about                     , 2014. Delivery of our preferred shares not sold in the form of ADSs will be made in Brazil through the book-entry facilities of BM&FBOVESPA on or about                     , 2014.

Morgan Stanley Itaú BBA Goldman, Sachs & Co. Santander Banco do Brasil Securities LLC

Raymond James Pine Deutsche Bank Securities

The date of this prospectus is                     , 2014

TABLE OF CONTENTS

	Page
GLOSSARY OF AIRLINE AND OTHER TERMS		iii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		vii
PROSPECTUS SUMMARY		1
SUMMARY FINANCIAL AND OPERATING DATA		13
THE OFFERING		24
RISK FACTORS		30
THE TRIP ACQUISITION		50
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		52
USE OF PROCEEDS		54
EXCHANGE RATES		55
CAPITALIZATION		56
DILUTION		58
SELECTED CONSOLIDATED FINANCIAL INFORMATION		60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		68
REGULATION		106
INDUSTRY		116
BUSINESS		120
MANAGEMENT		143
PRINCIPAL AND SELLING SHAREHOLDERS		152
RELATED PARTY TRANSACTIONS		160
DESCRIPTION OF CAPITAL STOCK		161
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		171
MARKET INFORMATION		182
DIVIDEND POLICY		186
TAXATION		189
ERISA CONSIDERATIONS		200
UNDERWRITERS		201
EXPENSES OF THE GLOBAL OFFERING		217
VALIDITY OF SECURITIES		218
EXPERTS		219
WHERE YOU CAN FIND MORE INFORMATION		220
ENFORCEABILITY OF CIVIL LIABILITIES		221
INDEX TO FINANCIAL STATEMENTS		F-1

This prospectus has been prepared by us solely for use in connection with the proposed offering of preferred shares, including in the form of ADSs, in the United States and elsewhere outside Brazil. Morgan Stanley & Co. LLC, Itau BBA USA Securities, Inc., Goldman, Sachs & Co., Santander Investment Securities Inc. and Banco do Brasil Securities LLC, Raymond James & Associates, Inc., Banco Pine S.A. (acting through Pine Securities USA LLC for sales in the United States) and Deutsche Bank Securities Inc., will collectively act as international underwriters with respect to the offering of the ADSs and as agents, on behalf of the Brazilian underwriters, with respect to the offering of preferred shares sold outside of Brazil not in the form of ADSs.

Neither we, the Selling Shareholders, the international underwriters or the Brazilian underwriters, nor any of their respective agents, have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We, the Selling Shareholders, the international underwriters, the Brazilian underwriters and their respective agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that

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others may give you. Neither we, the Selling Shareholders, the international underwriters or the Brazilian underwriters, nor their respective agents, are making an offer to sell the preferred shares, including in the form of ADSs, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the preferred shares, including in the form of ADSs. Our business, financial condition, results of operations, cash flows and prospects may have changed since the date on the front cover of this prospectus.

We are also offering preferred shares in Brazil by way of a Brazilian prospectus in Portuguese. The Brazilian prospectus, which will be filed with the CVM for approval, has the same date as this prospectus but a different format and is not considered part of this prospectus. The international offering is made in the United States and elsewhere outside Brazil solely on the basis of the information contained in this prospectus. Investors should take this into account when making investment decisions.

In this prospectus, references to “Azul,” the “Company,” “we,” “us” and “our” refer to Azul S.A., a sociedade por ações incorporated under the laws of Brazil, and its subsidiaries on a consolidated basis, unless the context requires otherwise. The term “Selling Shareholders” refers to David Neeleman, Saleb II Founder 1 LLC, Saleb II Founder 3 LLC, Saleb II Founder 4 LLC, Saleb II Founder 5 LLC, Saleb II Founder 6 LLC, Saleb II Founder 7 LLC, Saleb II Founder 8 LLC, Saleb II Founder 9 LLC, Saleb II Founder 11 LLC, Saleb II Founder 12 LLC, Saleb II Founder 13 LLC, Saleb II Founder 14 LLC, Saleb II Founder 15 LLC, Saleb II Founder 16 LLC, Star Sabia LLC, WP-New Air LLC, Azul HoldCo, LLC, Maracatu LLC, GIF II Fundos de Investimento e Participações, GIF Mercury LLC, ZDBR LLC, Kadon Empreendimentos S.A., Bozano Holdings Ltd., Cia Bozano, JJL Brazil LLC, Morris Azul, LLC, Miguel Dau, João Carlos Fernandes, Gianfranco Beting, Regis da Silva Brito, Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. For more information, see “Principal and Selling Shareholders.” The term “Brazilian underwriters” refers to Banco Morgan Stanley S.A., Banco Itaú BBA S.A., Goldman Sachs do Brasil Banco Múltiplo S.A., Banco Santander (Brasil) S.A. and BB-Banco de Investimento S.A., Pine Investimentos Distribuidora de Títulos e Valores Mobiliários Ltda. and Deutsche Bank S.A.—Banco Alemão, who will act collectively as Brazilian underwriters with respect to the sale of preferred shares in the public offering in Brazil. The term “international underwriters” refers to Morgan Stanley & Co. LLC, Itau BBA USA Securities, Inc., Goldman, Sachs & Co., Santander Investment Securities Inc. and Banco do Brasil Securities LLC, Raymond James & Associates, Inc., Banco Pine S.A. (acting through Pine Securities USA LLC for sales in the United States) and Deutsche Bank Securities Inc., who will collectively act as underwriters with respect to the offering of the ADSs and as agents, on behalf of the Brazilian underwriters, with respect to the offering of preferred shares outside of Brazil not in the form of ADSs. Certain international underwriters will also act as placement agents for the Brazilian underwriters with respect to the placement of preferred shares outside Brazil, including in the United States.

The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to Banco Central do Brasil. References in the prospectus to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States.

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GLOSSARY OF AIRLINE AND OTHER TERMS

The following is a glossary of industry and other defined terms used in this prospectus:

The “Águia Branca Group”, or “Grupo Águia Branca”, is a Brazilian transportation and logistics conglomerate controlled by the Chieppe family.

“Airbus” means Airbus S.A.S.

“aircraft utilization” represents the average number of block hours operated per day per aircraft for our operating fleet, excluding spare aircraft and aircraft in maintenance.

“ANAC” refers to the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil).

“ATR” refers to Avions de Transport Régional, G.I.E., a European aircraft manufacturer that is an affiliate of EADS.

“available seat kilometers,” or “ASKs,” represents aircraft seating capacity multiplied by the number of kilometers the aircraft is flown.

“average fare” means total passenger revenue divided by passenger flight segments.

“average stage length” means the average number of kilometers flown per flight segment.

“average ticket revenue per booked passenger” means total passenger revenue divided by booked passengers.

“Azul Original Shareholders” means the shareholders of record of Azul S.A. as of August 15, 2012.

“block hours” means the number of hours during which the aircraft is in revenue service, measured from the time it leaves the gate until the time it arrives to the gate at destination.

“Boeing” means The Boeing Company.

“booked passengers” means the total number of passengers booked on all passenger flight segments.

“Bozano” means Cia Bozano.

“CAPA” means the Centre for Aviation, a provider of independent aviation market intelligence, analysis and data services.

“Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on November 16, 2001.

“Caprioli Group” is a privately-held company controlled by the Caprioli family.

“CASK” represents total operating cost divided by available seat kilometers.

“Class A preferred shares” means (i) prior to [—], 2014, [—] Class A shares of our preferred stock then issued and outstanding and (ii) after the conversion of our [—] Class B preferred shares into [—] Class A preferred shares and immediately prior to the renaming of our Class A preferred shares to “preferred shares” on [—], 2014, [—] Class A shares of our preferred stock then existing and outstanding.

“Class B preferred shares” means the 2,400,388 Class B preferred shares issued by us on December 23, 2013 in connection with our Private Placement. These Class B preferred shares were converted into [—] Class A preferred shares on [—], 2014, and all Class A preferred shares were simultaneously renamed “preferred shares”. See “Principal and Selling Shareholders—Private Placement.”

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“completion rate” means the percentage of completion of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled).

“crewmembers” is a term we use to refer to all our employees, including aircraft crew and all ground personnel.

“DECEA” means the Brazilian Department of Airspace Control (Departamento de Controle do Espaço Aéreo).

“departure” means a revenue flight segment.

“EADS” means European Aeronautic Defense and Space Company.

“economic interest” means a participation in the total equity value of our company, calculated as if all common shares issued and outstanding had been converted into preferred shares at the conversion ratio of 75.0 common shares to 1.0 preferred share, for a total of [—] preferred shares outstanding on a theoretical fully converted basis prior to the completion of this global offering into Class A preferred shares at the conversion ratio of 75.0 Class B preferred shares to 1.0 Class A preferred share, for a total of [—] Class A preferred shares outstanding on a theoretical fully converted basis prior to the completion of this global offering.

“Embraer” means Embraer S.A.

“FAA” means the United States Federal Aviation Administration.

“FAPESP” means the State of São Paulo Research Foundation (Fundação de Amparo à Pesquisa do Estado de São Paulo), an independent public foundation established to foster research and the scientific and technological development of the state of São Paulo.

“FGV” refers to the Getulio Vargas Foundation (Fundação Getulio Vargas), a Brazilian higher education institution that was founded in December 1944.

“Fidelity” means, collectively, Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund and Fidelity Securities Fund: Fidelity Blue Chip Growth Fund.

“flight hours” means the number of hours during which the aircraft is in revenue service, measured from the time it takes off until the time it lands at the destination.

“FlightStats” refers to FlightStats, Inc., a provider of worldwide flight on-time performance information to the global travel and transportation industries.

“FTEs” means full-time equivalent employees.

“FTEs per operating aircraft” means the number of FTEs divided by the number of operating aircraft.

“GIE TRIP Atrone” is a French aircraft finance company that is party to some financing agreements with TRIP.

“Gol” means Gol Linhas Aéreas Inteligentes S.A.

“IATA” means the International Air Transport Association.

“IBGE” means the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística).

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“ICAO” means the International Civil Aviation Organization.

“INFRAERO” means Empresa Brasileira de Infraestrutura Aeroportuária—INFRAERO, a Brazilian state-controlled corporation reporting to the SAC that is in charge of managing, operating and controlling federal airports, including control towers and airport safety operations.

“Innovata” means Innovata LLC, a provider of travel content management that maintains a flight schedule database in partnership with IATA.

“LATAM” means LATAM Airlines Group S.A. including all of its subsidiaries.

“load factor” means the percentage of aircraft seats actually occupied on a flight (RPKs divided by ASKs).

“main competitors” refers to Gol and TAM, which is part of LATAM Airlines Group S.A., our competitors in the Brazilian market that have a market share larger than ours and publicly disclose their results of operations from time to time. When used in the singular, the term “main competitor” refers to Gol, our only direct competitor for which stand-alone information is publicly available.

“on-time performance” refers to the percentage of an airline’s scheduled flights that were operated and that arrived within 30 minutes of the scheduled time.

“operating fleet” means aircraft in service, spare aircraft and aircraft undergoing maintenance.

“passenger flight segments” means the total number of revenue passengers flown on all passenger flight segments.

“pitch” means the distance between a point on one seat and the same point on the seat in front of it.

“PRASK” means passenger revenue divided by ASKs.

“preferred shares” means (i) with respect to the period prior to [—], 2014, our 90,242,787 Class A preferred shares and our 2,400,388 Class B preferred shares, and (ii) after [—], 2014, our [—] preferred shares and any additional preferred shares that may be issued as a result of the exercise of Warrants.

“Private Placement” means the private placement offering of Class B preferred shares and Warrants under Section 4(a)(2) of the U.S. Securities Act of 1933, or the Securities Act, to the Private Placement Investors on December 24, 2013.

“Private Placement Investors” means, collectively, Fidelity, Maracatu, LLC and Bozano.

“RASK” or “unit revenue” means operating revenue divided by ASKs.

“revenue passenger kilometers” or “RPKs” means the numbers of kilometers flown by revenue passengers.

“route” means a segment between a pair of cities.

“SAC” means the Brazilian Civil Aviation Secretariat (Secretaria de Aviação Civil).

“TAM” means TAM S.A. and/or TAM Linhas Aéreas S.A.

“TRIP” means TRIP Serviços de Suporte Aéreo S.A. (formerly known as TRIP Linhas Aéreas S.A.).

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“TRIP Acquisition” means our 2012 acquisition of TRIP.

“TRIP Acquisition Adjustment Shareholders” means either the TRIP’s Former Shareholders or the Azul Original Shareholders, as the case may be, who become entitled under the TRIP Investment Agreement to an indemnification in the form of a warrant to subscribe to 3,008,801 of our preferred shares.

“trip cost” represents operating expenses divided by departures.

“TRIP’s Former Shareholders” means, collectively, the Caprioli family and the Águia Branca Group.

“TRIP Indemnification Adjustment” means the indemnification mechanism to account for any contingencies, damages, losses or expenses incurred by us or by TRIP’s Former Shareholders as a result of (i) any disputes, (ii) any violation of laws or agreements, or (iii) performance fees and/or any other commissions that have not been disclosed in the exhibits to the TRIP Investment Agreement, except for expenses and commissions relating to the completion of the TRIP Acquisition. The TRIP Indemnification Adjustment was settled on October 22, 2014.

“TRIP Investment Agreement” means the agreement entered into between Azul and TRIP’s Former Shareholders on May 25, 2012 and amended on August 15, 2012, December 27, 2013 and October 22, 2014.

“Warrants” means the warrants issued in the Private Placement to the Private Placement Investors pursuant to which such Private Placement Investors may be entitled to receive, on the date of the pricing of this global offering, a number of preferred shares in the event the midpoint of the indicative price range of this global offering is higher than the actual offering price.

“yield per passenger kilometer” represents the average amount one passenger pays to fly one kilometer.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

We maintain our books and records in reais. Our audited consolidated financial statements as of and for each of the years ended December 31 2013, 2012 and 2011 are included in this prospectus. Our audited consolidated financial statements were prepared in accordance with the International Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or IASB, and have been audited by Ernst & Young Auditores Independentes S.S. Our audited consolidated financial statements at and for the years ended December 31, 2013 and 2012 also include the results of operations of TRIP commencing November 30, 2012. See “The TRIP Acquisition.”

Our unaudited interim condensed financial statements as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 are included in this prospectus and have been prepared in accordance with IAS 34 Interim Financial Reporting, or IAS 34, as issued by IASB.

This prospectus also includes the financial statements for TRIP as of November 30, 2012, December 31, 2011, December 31, 2010 and January 1, 2010, and for the period from January 1, 2012 through November 30, 2012 and for each of the years ended December 31, 2011 and 2010, which have also been audited by Ernst & Young Auditores Independentes S.S.. We have elected to include TRIP’s individual financial statements in this prospectus for informational and comparative purposes only.

The financial information presented in this prospectus should be read in conjunction with our audited consolidated financial statements, our unaudited interim condensed financial statements, TRIP’s audited individual financial statements, the notes relating to each of the above included elsewhere in this prospectus and the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In this prospectus, we present (i) EBITDA, which is defined as net income before interest (financial income and financial expenses), taxes (current and deferred income tax and social contributions), depreciation and amortization; (ii) Adjusted EBITDA, which is defined as EBITDA adjusted for foreign currency exchange, net, derivative financial instruments, TRIP Acquisition non-recurring expenses, international operation startup costs (only with respect to the nine months ended September 30, 2014), and stock based compensation expense; and (iii) Adjusted EBITDAR, which is defined as Adjusted EBITDA further adjusted for aircraft and other rent. EBITDA, Adjusted EBITDA and Adjusted EBITDAR, are not financial performance measures determined in accordance with IFRS and must not be considered as an alternative to operating income, or an indication of operating performance, or as an alternative to operating cash flows, or as an indicator of liquidity. Accordingly, you are cautioned not to place undue reliance on this information.

A non-financial performance measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not so be adjusted for in the most comparable IFRS measure. EBITDA, Adjusted EBITDA and Adjusted EBITDAR are included as supplemental disclosures because we believe they are useful indicators of our operating performance. EBITDA is a well recognized performance measurement in the airline industry that is frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. Adjusted EBITDA eliminates charges related to the TRIP Acquisition and, for the nine months ended September 30, 2014, pre-operational expenses related to the startup of our international operations, which we believe are non-recurring or one-time expenses. We have also adjusted our EBITDA for stock-based compensation expenses, the amount of which is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance, foreign currency exchange variations relating to U.S. dollars denominated assets and liabilities as these are non-cash expenses that impact our financial result, and derivative financial instruments. Adjusted EBITDAR has been used

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by certain airline companies as a measure of components of their operating performance. We believe Adjusted EBITDAR is useful in evaluating significant components of our operating performance compared to our competitors because its calculation isolates the effects of financing in general, as well as the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate significant components of our operating performance as it excludes the cost of our leased aircraft, as these items vary significantly between periods and for different airlines depending on their fleet financing strategy.

However, EBITDA, Adjusted EBITDA and Adjusted EBITDAR have limitations as an analytical tool. Some of these limitations are: (i) EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, our working capital needs; (iii) EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements; (v) stock-based compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense from Adjusted EBITDA and Adjusted EBITDAR when evaluating our ongoing operating performance for a particular period; (vi) EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and (vii) EBITDA, Adjusted EBITDA and Adjusted EBITDAR are susceptible to varying calculations and therefore may differ materially from similarly titled measures presented by other companies in our industry, limiting their usefulness as comparative measures. Because of these limitations EBITDA, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS. For a calculation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR and a reconciliation of each to net income, see “Summary Financial and Operating Data” and “Selected Consolidated Financial Information.”

Effect of Rounding

Certain amounts and percentages included in this prospectus, including in the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” have been rounded for ease of presentation. Percentage figures included in this prospectus have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our and TRIP’s audited financial statements and in our unaudited interim condensed financial statements. Certain other amounts that appear in this prospectus may not sum due to rounding.

Market and Industry Data

This prospectus contains data related to economic conditions in the market in which we operate. The information contained in this prospectus concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Data and statistics regarding the Brazilian civil aviation market are based on publicly available data published by ANAC, INFRAERO and SAC, among others. Data and statistics regarding international civil aviation markets are based on publicly available data published by ICAO or IATA. We also make statements in this prospectus about our competitive position and market share in, and the market size of, the Brazilian airline industry. We have made these statements on the basis of statistics and other information from third-party sources that we believe to be reasonable, such as ANAC and Dados Comparativos Avançados (Advanced Comparative Data, a monthly report issued by ANAC that contains preliminary information on the number of ASKs and RPKs recorded in the Brazilian civil aviation

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market). In addition, we include additional operating and financial information about TAM, Gol and LATAM, which is derived from the information released publicly by them, including disclosure filed with or furnished to the SEC and other information made available on their respective websites. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we, the Selling Shareholders, the international underwriters, the Brazilian underwriters, nor their respective agents have independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. Neither we, the Selling Shareholders, the international underwriters, the Brazilian underwriters, nor their respective agents can guarantee the accuracy of such information. In addition, the data that we compile internally and our estimates have not been verified by an independent source.

Fleet Data

As of September 30, 2014, our total fleet consisted of 145 aircraft, of which we owned or held 56 under finance leases or other financing and 89 under operating leases. The future obligations under operating leases are not recorded as debt on our balance sheet. Unless otherwise indicated, any reference to the number of aircraft that we own or operate includes aircraft leased under operating leases. Our fleet in service as of September 30, 2014 consisted of 77 Embraer E-Jets and 51 ATR aircraft, totaling 128 aircraft. The 17 aircraft not included in our fleet in service consisted of aircraft being prepared for sale and new aircraft delivered that had not yet been certified to enter service including two Airbus A330 aircraft to be used for international service.

Financial Information in U.S. Dollars

We have translated some of the real amounts included in this prospectus into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated the real amounts for the year ended December 31, 2013 and for the nine months ended September 30, 2014 using a rate of R$2.4510 to US$1.00, the U.S. dollar selling rate as of September 30, 2014, published by the Central Bank on its electronic information system (Sistema de Informações do Banco Central—SISBACEN), using transaction code PTAX 800, option 5. See “Exchange Rates.”

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PROSPECTUS SUMMARY

This summary highlights selected information about us and this global offering. It does not contain all of the information that may be important to you. Before investing in our preferred shares, including in the form of ADSs, you should read this entire prospectus carefully for a more complete understanding of our business and this global offering, including our financial statements and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

We have been the fastest growing airline in Brazil in terms of ASKs since we commenced operations in December 2008 and currently have the largest airline network in the country in terms of cities served, with service at September 30, 2014 to 103 destinations, 217 routes and 864 departures per day. We are in the process of expanding our operations with selected non-stop service to high-demand locations in the United States, which we expect to launch in December 2014. Our model is to stimulate demand by providing frequent and affordable air service to underserved markets, with the result that we are the sole airline on 64.9% of our existing routes and have a 31.6% share of the Brazilian aviation market in terms of departures.

We were founded by entrepreneur David Neeleman and are the latest of his four airline ventures with sustained operational viability in three different countries, including JetBlue Airways. Backed by Mr. Neeleman and other key shareholders such as Weston Presidio, TPG Growth, Fidelity, Gávea Investimentos and Grupo Bozano, we are highly capitalized and have invested in a robust and scalable business model. We have a management team that combines local knowledge with diversified experience in and knowledge of best practices from the United States, the world’s largest and most competitive aviation market.

In 2012 we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations and have consolidated its results of operations into our financial statements since November 30, 2012. The acquisition substantially increased our network connectivity, enabling us to become the leading carrier by departures in 66 cities as of September 30, 2014 and consolidate our position as the leader in Brazil’s fast-growing regional aviation market. Through the acquisition, we became the leading carrier in Belo Horizonte, Brazil’s third largest metropolitan area and gained strategic landing rights at Guarulhos airport in São Paulo and Santos Dumont airport in Rio de Janeiro, complementing our hub at Campinas in the state of São Paulo. In addition, our operating results have significantly improved since the acquisition, reflecting what we believe are the synergy gains of our combined networks.

We believe we have created a robust network of profitable routes by stimulating demand through frequent and affordable air service. We select routes that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We believe we can continue expanding our domestic network while simultaneously leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States.

Our flexible fleet enables us to serve smaller and larger markets by connecting them to our extensive network of destinations. Our operating fleet of 128 aircraft, composed of 77 modern Embraer E-Jets, which seat up to 118 customers, and 51 fuel-efficient ATR aircraft, which seat up to 70 customers, allows us to effectively match capacity to demand and offer more convenient and frequent non-stop service than our main competitors, who exclusively fly larger aircraft within Brazil. We believe this structure not only stimulates demand from business travelers, who tend to travel more as a result of increased flight frequencies, but also attracts cost-conscious leisure travelers, many of whom are first time flyers, by offering low fares for advance purchases. Our current business plan contemplates the addition of next-generation narrowbody and widebody aircraft, which are more fuel-efficient than current generation aircraft. As fuel represents more than 35% of our total operating costs, we believe that the addition of next-generation aircraft will allow us to further improve the efficiency of

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our fleet. We believe that our strategic fleet plan will allow us to maintain industry-leading trip costs and further reduce our CASK, both in absolute terms and relative to our competitors. With an average age of 3.6 years at September 30, 2014, our operating fleet is younger than that of our main competitors, Gol and TAM. In addition, we expect that the acquisition of larger narrowbody and widebody aircraft will allow us to further enhance profitability when servicing high-density markets that allow for the profitable use of larger aircraft as well as to service select international destinations.

We believe we have built a strong brand by offering a high-quality travel experience, based on a culture of customer service provided by a highly motivated team of crewmembers. Among other awards we were named “Best Low Cost Carrier in Latin America” in 2014, 2013, 2012 and 2011 by Skytrax, an independent aviation research organization, and “Best Low Cost Carrier in The World” in 2012 by CAPA, an independent aviation research organization. Our domestic service offering features individual entertainment screens incorporating free LiveTV at every seat on virtually all of our jets, extensive legroom with a pitch of 30 inches or more, two-by-two seating with no middle seats, complimentary beverage and snack services, and free bus service to key airports (including between the city of São Paulo and Campinas airport).

As of September 30, 2014, we were the market leader by frequency on 76.2% of our routes, as the only airline operating on 64.9% of our routes and the most frequent carrier on an additional 11.3% of our routes, according to Innovata data. This extensive network coverage allows us to offer more itineraries and connections than our competitors, which serve a significantly smaller number of destinations. We believe that this leading network position has enabled us to achieve significantly higher PRASK than other domestic carriers in the five-year period ended December 31, 2013. For the nine months ended September 30, 2014, we had an average load factor of 80% and generated a 43% PRASK premium relative to Gol, according to its publicly available results of operations furnished to the SEC for the nine months ended September 30, 2014.

We believe that by using the right-sized aircraft for the markets we serve we are able to have lower trip costs than our competitors. Our fleet of ATR and E-Jets enables us to penetrate markets that our competitors, who only fly larger narrowbody aircraft, cannot serve profitably. Our modern E-Jets seat up to 118 customers, and our fuel-efficient ATR aircraft seat up to 70 customers, while the narrowbody aircraft used by our two principal competitors in Brazil have between 144 and 220 seats and are therefore not suited to serve markets with lower demand profitably. As a result, the average trip cost for our combined fleet of E-jets and ATRs is 35.3% lower than that of larger Boeing 737-800 jets flown by Gol, our main competitor, according to its results of operations furnished to the SEC for the nine months ended September 30, 2014. In addition, our end-of-period FTEs per aircraft as of September 30, 2014 was the lowest in Brazil, at 73 compared to 171 for LATAM and 115 for Gol as of September 30, 2014, according to their respective results of operations furnished to the SEC for the nine months ended September 30, 2014. We expect to continue to utilize our Embraer E-Jets to service high-demand routes targeted at business travelers and our ATR aircraft to service short-haul and smaller regional airports and to continue to seek to provide low cost air service to these cities and locations. We also plan to receive new next-generation Airbus A320neos, which are more fuel-efficient than current generation narrowbody aircraft, starting in 2016 to serve domestic long-haul routes with high-demand targeted at leisure travelers, including the Northeast of Brazil. We have recently announced an intention to begin limited international service and are acquiring new aircraft for this and expanded domestic service. See “Summary – Our Strategy – Continue to grow our network by adding new connections and destinations and increasing frequency in existing markets.” We believe that our leading revenue performance driven by superior load factors, combined with our efficient operations and competitive cost structure, enabled us to achieve an Adjusted EBITDAR margin of 23.2% in 2013 and 22.7% for the nine months ended September 30, 2014. For a description of how we calculate Adjusted EBITDAR, see “—Summary Financial and Operating Data” below. In 2013, we generated total revenues of R$5.2 billion (US$2.1 billion) and a net income of R$20.7 million (US$8.4 million) and for the nine months ended September 30, 2014 our revenues totaled R$4.2 billion (US$1.7 billion) with a net loss of R$63.2 million (US$25.8 million).

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With more than 4.0 million members as of September 30, 2014, our loyalty program, TudoAzul, has been the fastest growing frequent flyer program among our two main competitors for the past 3 years according to information publicly available on the websites of Smiles and Multiplus. We believe our program has a more efficient cost structure as it rewards customers for the amount paid for flights as opposed to the number of miles flown, thereby seeking to create a stronger link between passenger revenue and loyalty rewards. We are expanding the scope of TudoAzul and have launched an Azul branded credit card in September of 2014 in partnership with Banco Itaucard S.A.. Our current TudoAzul partners include American Express, Banco do Brasil, Banco Itaú, Bradesco, Banco Santander, Caixa, HSBC, among numerous others. In addition, we believe that the introduction of international flights to our network will provide our TudoAzul members with a broader range of more compelling and attractive redemption options. To maximize the value creation potential of TudoAzul going forward, we have recently started to manage the program as a separate business unit. On a standalone basis, TudoAzul’s sale of points to third parties totaled R$244 million during the last twelve months ended September 30, 2014. Given the number of exclusive destinations we operate, our network strength, and the projected growth of passenger air travel in Brazil, we believe that TudoAzul will help increase operating revenues for our primary passenger travel business.

Our hub-and-spoke network is an integral part of our model of stimulating demand since it allows us to consolidate traffic by serving larger and medium-sized markets (including every state capital in Brazil) as well as smaller cities that do not generate sufficient demand for point-to-point service. As of September 30, 2014, 53.5% of our passengers at Campinas airport were in transit to another destination and 28.9% of all of our customers at the same period were connecting to other destinations through our network. We believe our main competitors, who only fly larger aircraft, are unable to generate sufficient demand to serve most of our markets profitably. As a result of our differentiated business strategy, we were the sole airline in 39 of the destinations we serve and on 64.9% of our routes as of September 30, 2014.

Our main hubs are located in Campinas and Belo Horizonte, two of the largest metropolitan areas in the country. Campinas is one of the wealthiest cities in Brazil according to IBGE, located approximately 90 kilometers (56 miles) from the city of São Paulo and has a catchment area of approximately seven million people in a 100km radius, according to IBGE. We are the leading airline at Campinas, with a 90.8% share of the airport’s 183 daily departures as of September 30, 2014. As a result of heightened demand driven by our entry into Campinas, as of September 30, 2014, the Campinas airport served 53 destinations, the most non-stop domestic flights of any Brazilian airport. Our second largest hub is located at the main airport of Belo Horizonte, capital of the third wealthiest state in Brazil according to IBGE, where we currently serve 30 destinations and have a 47.3% share of the airport’s 151 daily departures as of September 30, 2014. In addition, we are the fastest growing airline at Guarulhos airport, the largest airport in Brazil located near São Paulo, representing 62.2% of the airport’s growth in terms of domestic departures for the 12 months ended September 30, 2014. As of September 30, 2014, we offered 51 daily flights to 14 destinations from Guarulhos airport. Other smaller hubs that contribute to the increased connectivity of our network include Porto Alegre, Curitiba, Cuiabá, and Manaus.

Brazil, which is geographically similar in size to the continental United States, is the third largest market for domestic passengers after the United States and China, and is expected to reach 122.4 million domestic passengers by 2017, an increase of 32 million passengers compared to 90 million in 2013, according to Innovata data. We believe Brazil continues to show significant growth potential as air travel is still significantly underpenetrated, with 0.4 average flight segments flown per person per year, compared to 2.6 in a mature market such as the United States in 2012.

The core of our strategy is to drive greater profitability by growing our network on a domestic and international basis, adding new destinations, further interconnecting our current destinations, and increasing frequency in existing markets. We believe this continued roll-out will stimulate further demand, reducing CASK and increasing margins through the economies of scale created by optimizing our resources and staff. We also

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intend to continue growing our ancillary revenue streams, which represented R$30.7 per passenger in the nine months ended September 30, 2014, including cargo operations and travel packages, by leveraging our existing products and expanding our offerings.

Our Strengths

We believe we compete successfully by employing the following competitive business strengths:

Largest network in Brazil

We have the largest airline network in the country in terms of cities served and daily departures, with service to 103 destinations, 217 routes and 864 departures per day as of September 30, 2014. Our hub-and-spoke network allows us to consolidate traffic, serving larger and medium-sized markets as well as smaller cities that do not generate sufficient demand for point-to-point service. We believe that our extensive network coverage allows us to connect more passengers than our competitors, who serve significantly fewer destinations. As of September 30, 2014, 53.5% of our passengers at Campinas airport were in transit to another destination and 28.9% of all of our customers at the same period were connecting to other destinations through our network. As a result of this differentiated business strategy, we were the sole airline in 39 of the destinations we serve and the leading player in 66 cities as of September 30, 2014. We were the sole carrier on 64.9% of our routes and most frequent carrier on an additional 11.3% as of September 30, 2014, giving us market leadership by frequency on 76.2% of our routes, according to Innovata data. We intend to continue identifying, entering and rapidly achieving leading market presence in new markets or underserved markets with high growth potential, where we believe we are well positioned to capture the expected increasing demand led by the economic growth in Brazil’s middle class.

We believe that the incentive package for the regional aviation industry announced by the Brazilian government will support the expansion of our domestic network. The program includes investments of up to R$7.3 billion in 270 regional airports in its first phase. By comparison, the United States has nearly 400 primary airports. In July 2014, as part of the incentive package, ANAC enacted a resolution establishing new procedures to allocate slots in airports operating at full capacity. Currently the only airport considered to be at full capacity is Congonhas, the São Paulo downtown airport, and through such allocation, we received 26 new slots in that airport. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our offering to São Paulo passengers. The Brazilian government also announced as part of the incentive program that it intends to provide subsidies and airport fee exemptions to carriers operating for at least two years in Brazil for regional flights departing from or arriving at small and mid-sized airports throughout the country. These subsidies and airport fee exemptions were proposed by the Brazilian government through the enactment of Provisional Measure 652, of July 25, 2014, which required approval by the Brazilian Congress by November 24, 2014. Although Congress was not able to finalize its review of the Provisional Measure by this date, we expect that the Brazilian government will resume the approval process of the remainder of the regional aviation incentive package in 2015.

We are confident that the airport infrastructure at our hubs will be sufficient to support our growth. Campinas airport was privatized in February 2012 with Aeroportos Brasil, a private consortium winning the bid to operate the Campinas airport. Following the privatization, Aeroportos Brasil announced a series of new investments for Campinas, including a new runway by 2017. In the near term, a R$1.4 billion investment program has been announced to provide a new passenger terminal with capacity to serve up to 14 million passengers per year, a new apron for 35 aircraft and 4,500 additional car parking spaces. Total investments at Campinas over the next 30 years are expected to amount to more than R$9.5 billion and, according to Aeroportos Brasil, Campinas airport is expected to reach 65 million passengers per year by 2033 as a result of these investments, representing an increase of approximately 55 million passengers per year from current traffic levels and expanded to become the largest airport in Latin America by 2030.

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Our second largest hub, Confins airport in Belo Horizonte, where we are already the leading carrier with a 47.5% share of total departures serving 30 destinations as of September 30, 2014, was privatized in November 2013. According to the winning bid proposal, construction plans for Confins airport include a new passenger terminal, a new runway and 14 additional boarding bridges. In addition to Confins airport, the Brazilian government has announced that it plans to use part of the funds raised through airport privatizations to invest in airport infrastructure across the country.

We are the fastest growing airline at Guarulhos airport, our third largest hub and the largest airport in Brazil, representing 62.2% of the airport’s growth in terms of domestic departures for the 12 months ended September 30, 2014 according to Innovata data. As of September 30, 2014, we offered 51 daily flights to 14 destinations from Guarulhos airport. Other smaller hubs that contribute to the increased connectivity of our network include Porto Alegre, Curitiba, Cuiabá, and Manaus.

Operating the right-sized aircraft for our target market

Our fleet structure is based on us using the right-sized aircraft for the markets we serve. Our domestic fleet of ATR and E-Jets enables us to serve markets that our competitors, who only fly larger narrowbody aircraft, cannot serve profitably. In addition, we are in the process of adding fuel-efficient next-generation narrowbody and widebody aircraft to our fleet with lower seat and trip costs to serve high-density routes and select international destinations.

Our current fleet of aircraft allows us to have lower trip costs and, therefore, match capacity to demand, achieve high load factors, provide greater convenience and frequency, and serve low and medium density routes and markets in Brazil that our main competitors, who fly larger aircraft, cannot serve profitably. According to ANAC, in 2010 85% of the flights in Brazil carried fewer than 120 customers. Our modern Embraer E-Jets seat up to 118 customers, and our fuel-efficient ATR aircraft seat up to 70 customers, while the narrowbody aircraft used by our two principal competitors in Brazil have between 144 and 220 seats. As a result, the average trip cost for our fleet of R$19,327 as of September 30, 2014 was 35.3% lower than that of larger Boeing 737-800 jets flown by Gol, our main competitor, according to its results of operations furnished to the SEC for the nine months ended September 30, 2014. We can therefore offer non-stop, frequent service from Campinas to destinations such as Porto Alegre, Navegantes, Salvador, Goiânia, Ribeirão Preto, and São José do Rio Preto, routes that are not served by our two main competitors, Gol and TAM.

Our fleet plan includes the addition of 12 widebody aircraft to serve international markets consisting of seven Airbus A330s to be delivered by early 2015, two of which have been delivered as of September 30, 2014, and five new next-generation Airbus A350s, to be delivered between 2017 and 2018. We also expect to add up to 63 new next-generation Airbus A320neos, to be delivered between 2016 and 2023, and 30 next-generation E-Jets, starting in 2020, to replace older generation aircraft and serve high-density markets. These new generation aircraft are more fuel-efficient than older generation aircraft. We therefore believe that our fleet plan will allow us to maintain industry-leading trip costs and to reduce our CASK, both absolutely and relative to our competitors.

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The table below shows our frequencies on certain non-stop routes as compared to our main competitors at September 30, 2014:

	At September 30, 2014
	Flights per Day
	Azul		Gol		TAM
Campinas—Rio de Janeiro		22		8		2
Campinas—Belo Horizonte		17		1		—
Guarulhos (São Paulo)—Belo Horizonte		11		6		4
Campinas—Curitiba		10		1		—
Campinas—Porto Alegre		9		—		—
Campinas—Brasília		8		2		4
Belo Horizonte—Vitória		6		2		—
Belo Horizonte—Ipatinga		6		—		—
Campinas—Cuiabá		5		—		—
Campinas—Navegantes		5		—		—
Campinas—Ribeirão Preto		5		—		—
Belo Horizonte—Montes Claros		5		2		—

Source:  Innovata

Industry-leading demand stimulation through frequent, affordable service in Brazil

Our proprietary yield management system is key to our strategy of optimizing yield through dynamic fare segmentation and stimulating demand, targeting not only business travelers but also cost-conscious leisure travelers, for whom we offer low fares to stimulate air travel and encourage advance purchases. This segmentation model enabled us to achieve a market-leading PRASK of 24.69 real cents in 2013. In addition, in the nine months ended September 30, 2014, our PRASK totaled 26.03 real cents, compared to 18.17 real cents for our main competitor, Gol, according to its results of operations furnished to the SEC for nine months ended September 30, 2014, representing a 43% premium.

As an illustration of our ability to stimulate demand, the following table highlights the increase in average customers per day on certain routes from November 2008, before we started operations, to September 2014:

	Total Direct Flights		Azul		Average Daily Enplanements (One Way)
Campinas—Rio de Janeiro
November 2008		6		—		564
September 2014		31		22		2,942
Campinas—Salvador
November 2008		—		—		155	(1)
September 2014		4		4		577
Campinas—Belo Horizonte
November 2008		5		—		503
September 2014		18		17		1,532
Belo Horizonte—Goiânia
November 2008		1		—		82
September 2014		4		3		379
Campinas—Porto Alegre
November 2008		—		—		241	(1)
September 2014		9		9		1068

Source:  ANAC and internal data.

(1) Itinerary available through connecting flight only.

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We believe that the increase in flights from Campinas, our main hub, illustrates the success of our demand-stimulation model. As a result of our focus on an undeserved market, we were able to establish a successful platform that has significantly increased demand at Campinas airport over the last five years. In November 2008, before we began operations, the incumbent airlines serving Campinas airport offered just nine daily departures to eight destinations. As of September 30, 2014, Campinas airport offered 183 daily departures to 53 destinations, and we held a 90.8% share of these daily departures. Across Brazil, our Campinas hub offers superior connectivity for connecting passengers, with the most non-stop services in the country.

High-quality customer experience through product and service-focused culture

We believe we provide a high-quality, differentiated travel experience and have a strong culture focused on customer service. Our crewmembers are trained to be service-oriented, focusing on providing the customer with a travel experience that we believe is unique among Brazilian airlines.

We provide extensive training for our crewmembers that emphasizes the importance of both safety and customer service. In compliance with Brazilian and international standards, we provide training to our pilots, flight attendants, maintenance technicians and airport and call center agents. We have implemented employee accountability initiatives both at the time of hiring and on an ongoing basis to maintain the quality of our crew and customer service. We currently operate four flight simulators at our integrated training center in Campinas, known as UniAzul (Azul University, or “UniAzul”). We were recognized as one of the best companies to work for in Brazil in 2012 by Exame/Você S/A, a Brazilian business magazine, and the first airline to receive this award.

Our service offering features assigned seating, individual entertainment screens with free LiveTV at every seat in virtually all our E-jets, extensive legroom with a pitch of 30 inches or more, two-by-two seating with no middle seats, complimentary beverage and snack service, free bus service to key airports we serve (including between the city of São Paulo and Campinas airport) and a fleet younger than those of our main competitors, Gol and TAM.

We focus on meeting our customer needs and have posted one of the best on-time performance records among Brazil’s largest carriers for the last five years, at 91.4% for 2013, 90.7% for 2012, 90.2% for 2011, 93.2% for 2010 and 91.9% for 2009, according to INFRAERO. During the nine months ended September 30, 2014, our on-time performance was 94.5% according to INFRAERO. We achieved this high on-time performance even during the acquisition and integration of TRIP’s routes and personnel and despite significantly increasing our network. We were recognized as the airline with best on-time performance in Latin America by FlightStats in 2012. In addition, our completion rate has been consistently high, totaling 98.7% in 2013, 99.2% in 2012 and 99.3% in 2011. During the nine months ended September 30, 2014, our completion rate was 99.3%.

Most efficient cost structure in the Brazilian airline market

Before launching our operations, we created a robust and scalable operating platform that features advanced technology such as ticketless reservations, an Oracle financial system, and electronic check-in kiosks at our main destination airports. At the same time, we have fully integrated TRIP into our operations and existing processes in less than two years following the announcement of the acquisition. We believe our scalable platform provides superior reliability and safety and will generate economies of scale as we continue to roll-out our growth strategy. We have also leveraged our management’s experience by implementing a disciplined, low-cost operating model. As a result, when compared to Gol, our main competitor, as of September 30, 2014, our average

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trip cost of R$19,327 was 35.3% lower than Gol’s average trip cost of R$29,882 and our end-of-period FTEs per aircraft of 73 was significantly lower than theirs of 115 according to Gol’s results of operations furnished to the SEC for the nine months ended September 30, 2014. We achieved an Adjusted EBITDAR margin of 22.7% for the nine months ended September 30, 2014. For a description of how we calculate Adjusted EBITDAR and its reconciliation to income (loss) for the year or semester, see “—Summary Financial and Operating Data” below. In 2013, we generated total revenues of R$5.2 billion (US$2.1 billion) and a net income of R$20.7 million (US$8.4 million) and for the nine months ended September 30, 2014 our revenues totaled R$4.2 billion (US$1.7 billion) with a net loss of R$63.2 million (US$25.8 million).

We achieved these low operating costs on our domestic flights primarily through:

• Single class aircraft configuration;

• Low sales, distribution and marketing costs through direct-to-consumer marketing, high utilization of web-based sales and social networking tools;

• Operating a modern fleet with better fuel efficiency and lower maintenance costs than older generation aircraft;

• Lower maintenance expenses due to our young fleet being covered by initial warranties;

• Innovative and beneficial financial arrangements for our aircraft, as a result of being one of the largest customers for Embraer and ATR aircraft; and

• Creating a company-wide business culture focused on driving down costs.

Well-recognized brand

We have been successful in building a strong brand by using innovative marketing and advertising techniques with low expenditures that focus on social networking tools to generate word-of-mouth recognition for our high quality service. As a result of our strong focus on customer service, as of September 30, 2014, our customer surveys indicate 92% of our customers would recommend or strongly recommend Azul to a friend or relative. The strength of our brand has been recognized in a number of recent awards:

• Named “Best Low Cost Carrier In Latin America” in 2014, 2013, 2012 and 2011 by Skytrax, an aviation research organization;

• Named “Best Low Cost Carrier In The World” in 2012 by CAPA, an independent aviation research organization;

• Elected “Best Brazilian Airline” in both 2012 and 2011 by the readers of Viagem e Turismo, a Brazilian travel magazine;

• Named one of the “50 Hottest Brands In The World” in 2010 by Ad Age, a leading marketing news source; and

• Named one of the “50 Most Innovative Companies in The World” and “Most Innovative Company in Brazil” in 2011 by Fast Company, a business magazine.

Experienced management team

We benefit from our highly knowledgeable, experienced and complementary management team. Our senior management, which has senior airline experience in both Brazil and the United States, includes:

• Our Chairman and Chief Executive Officer David Neeleman, who has founded four airlines in three different countries, including JetBlue Airways;

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• The President of Azul Linhas Aéreas Brasileiras S.A., or Azul Linhas, Antonoaldo Neves, who was appointed on January 27, 2014 and served as a Partner at McKinsey & Company for more than ten years, during which time he led our integration process with TRIP;

• Azul Linhas’ Chief Operating Officer, Flávio Costa, who has been part of the Azul founding team since inception and has more than 40 years of experience in the airline industry serving as Director of Technical and Operations at Pluna S.A., OceanAir and Director of Technical at Varig;

• Our Chief Financial Officer and Investor Relations Officer, John Rodgerson, who served as Director of Planning and Financial Analysis at JetBlue Airways for five years. He was responsible for implementing our financial strategy and cost structure since inception; and

• Our Chief Revenue Officer, Abhi Shah, has more than 14 years of experience in the aviation industry and has held executive positions at JetBlue and Boeing. He was responsible for developing our yield management, network planning and revenue structure.

Most of our senior management team has worked together for some time and has been with Azul since our launch, and all non-Brazilian individuals on the team are residents of São Paulo with permanent work visas. The executives who joined Azul’s management from TRIP have extensive experience in the Brazilian transportation industry and will bring further local knowledge to the team. In addition to Mr. Neeleman, all of our statutory officers are also shareholders in Azul, and all are motivated by participation in our stock option and restricted stock plans, which we believe aligns shareholders’ and management’s interests. Our management has concentrated on establishing a successful working environment and employee culture. The experience and commitment of our senior management team has been a critical component in our growth, as well as in the continuing enhancement of our operating and financial performance.

Our Strategy

Our goal is to grow profitably and increase shareholder value by offering frequent and affordable service to our customers. We intend to implement the following strategic initiatives to achieve this objective:

Continue to grow our network by adding new connections and destinations and increasing frequency in existing markets

• We intend to leverage our existing strong financial position to continue our sustainable and profitable growth by adding new destinations, further connecting the cities that we already serve, increasing frequency in existing markets, and using larger aircraft in markets with increasing demand.

• We intend to apply our disciplined approach of selecting routes and goal of achieving superiority in new and underserved markets, with a continued focus on Brazilian cities where we believe is the greatest opportunity for profitable growth and on select international destinations with high growth potential. We are resuming flights to destinations that were abandoned by Brazil’s incumbent airlines when they began operating larger aircraft, and we continue to reduce average trip time for our customers. As a result, the number of domestic routes served in Brazil increased by 20.4% from November 2008, before we started operations, to September 2014 according to ANAC. In addition, we believe the infrastructure development package for the regional aviation industry announced by the Brazilian government and which we expect will be implemented in 2015, should favor our entry into new markets that otherwise might not be profitable over the near term.

• We intend to “connect the dots” by adding new non-stop routes between existing destinations where we believe there is further sustainable growth potential. For example, in 2014 we added a Brasília—Campo Grande route, in response to demand for connections between our Campinas—Brasília and Campinas—Campo Grande routes. We believe that by applying this strategy to major smaller hubs we can increase revenues and generate economies of scale by leveraging the infrastructure and staff at our existing destinations.

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• On existing routes that we already serve but that we believe present additional demand, we intend to increase the number of daily frequencies to achieve or further increase schedule superiority over our competitors, without decreasing our load factors and to introduce next -generation E-Jets which have more seats than our current E-Jets during peak hour flights. For example, we increased daily departures on the Campinas—Rio de Janeiro route from 6 to 22 between March 2009 and September 2014, and daily departures on the Campinas—Belo Horizonte route from 4 to 17 between August 2009 and September 2014. By providing this additional convenience for our customers, we aim to continue stimulating demand for our products and services.

• We believe we are uniquely suited to stimulate additional demand for travel to key international destinations, namely Florida and New York, by taking advantage of our focused domestic route structure, both in terms of passengers and overall connectivity throughout Brazil. We currently serve at least 49 more cities than our competitors in Brazil and offer direct flights to 53 destinations out of our main hub in Campinas, whereas our main competitors only offer 28 direct flights from their main hubs. As we have in the domestic market, we intend to leverage our position as the largest airline in Campinas and our strong and loyal customer base by offering international flights to local as well as connecting passengers throughout the country. According to the U.S. Department of Commerce, passenger traffic from Brazil to Florida was approximately 1.2 million passengers in 2013, with Brazil ranking first in terms of inbound passengers to Florida. To prepare for an expanded international travel offering, we have made strategic fleet purchases to continue our strategy of utilizing the right-sized aircraft for our target markets, including planned non-stop service from our hub at Campinas to Fort Lauderdale and Orlando by the end of 2014 and New York (JFK) by mid-2015.

We intend to expand our business through route expansion and other business opportunities.

As part of our ongoing business development, we intend to expand our business activities through additional products and services. On October 24, 2014, we entered into agreements to acquire up to 63 Airbus A320neos next -generation narrowbody aircraft, consisting of 28 leased aircraft to be delivered between 2016 and 2019, and 35 firm purchase orders with Airbus, with deliveries starting in 2020 and ending in 2023. Our fleet plan also includes the addition of 12 leased Airbus widebody aircraft consisting of seven Airbus A330s to be delivered by early 2015, two of which have been delivered as of September 30, 2014, and five new next-generation Airbus A350s expected to be delivered between 2017 and 2018, and 30 next -generation Embraer E-Jets with deliveries starting in 2020. See “Business – Fleet.” These next -generation widebody and narrowbody aircraft, which have lower seat and trip costs compared to older generation aircraft, are part of our recent decision to better serve high-density markets in Brazil and to start serving select international destinations. Furthermore, we believe the addition of these aircraft to our fleet, which hold significantly more passengers than our existing aircraft, will contribute to the growth of our TudoAzul frequent flyer program, our cargo operations and our Azul Viagens travel package business.

We expect to utilize the Airbus widebody larger capacity aircraft (A330s and A350s) as part of our new service to Florida and elsewhere in the United States. We expect to continue to utilize our Embraer E-Jets to service high-demand routes targeted at business travelers and our ATR aircraft to service short-haul and smaller regional airports with flight and runway restrictions that limit the size of aircraft and to continue to seek to provide low cost air service to these cities and locations. If the regional aviation development program announced by the government is adopted and implemented in 2015, we believe we are best positioned to benefit from the investments in infrastructure and the development and expansion of various regional airports throughout Brazil.

We plan to phase in deliveries of the Airbus A320neo starting in 2016 to serve domestic long-haul routes with high demand targeted at leisure travelers, including the Northeast of Brazil. With the introduction of new next -generation aircraft to our fleet, which are more fuel -efficient than existing aircraft, we expect to maintain

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industry leading trip costs and to reduce our CASK, both absolutely and relative to our competitors while increasing our RASK. All of the agreements and pending lease and purchase agreements to acquire Airbus aircraft are on market terms that allow us to phase in deliveries and have price and other adjustments that are designed to afford us the ability to restructure our purchases if business does not develop as expected.

Going forward, we may consider acquisitions of additional assets, including new or different types of aircraft, flight simulators, technical equipment, hangars, fuel storage facilities, warehouses and other real estate properties. This aspect of our strategy is based, in part, on our view of the Brazilian market relating to the expected increase in Brazil focused air traffic and commerce, including expected growth of business to business commerce, logistics planning and the growing trend in e commerce activities in Brazil. Any such expansion of our business will be based on the development of new pricing models and other policies as well as our assessment of the relative revenue and costs associated with any such activity, including the need for additional assets, personnel, training facilities, landing rights and insurance. All asset acquisitions are expected to be sourced from a competitive bid process and financed from local Brazilian government banks to the extent financing is available for local manufacturers as well as from international and domestic banks, export credit agencies and aircraft manufacturers on terms that we believe will be based on market practices, including practices that allow us to renegotiate deliveries as needed. There can be no assurances that we will in fact undertake any of the foregoing business expansions or acquisitions or if we do so what the relevant time frame will be for these activities given regulatory filings and approvals, financing issues and other matters to be addressed.

Leverage our strong brand and continue to deliver a high-quality travel experience

We intend to maintain a disciplined focus on our business model in our existing markets, further strengthening our financial position and reinforcing our brand strength. We have already demonstrated our ability to stimulate growth in new and existing markets. For a discussion of our recent performance, see “Management’s Discussion and analysis of Financial Condition and Results of Operations”. We aim to remain the airline of choice in our existing markets through rigorous focus on our model of offering convenient frequent, high-quality customer service and efficient operations. We believe the strength of our brand affords revenue growth by increasing our ability to segment our customer base and provide client-tailored services, leading to higher satisfaction and loyalty.

Increase our ancillary revenue streams

We intend to continue to grow our ancillary revenue business, by both leveraging our existing products and introducing new ones. We will focus on deriving further value from our existing ancillary revenue streams, which represented R$30.6 per passenger as of September 30, 2014 and included cargo services, passenger-related fees, upgrades to seats with extra legroom (Espaço Azul), sales of advertising space in our various customer-facing formats, commissions on travel insurance sales, and revenues from airport parking at Campinas. We also plan to expand our cargo business, building on our extensive route network and taking advantage of the fact that Campinas is the second largest cargo airport in Brazil by freight volume. In addition, we intend to leverage our customer base to increase non-ticket revenues by broadening our product and service offerings and plan to increase revenues from Azul Viagens, our travel packages initiative, through which we generate commissions from hotel reservations and car rentals bundled with flight sales.

To maximize the potential value creation of our TudoAzul program, we have taken the strategic decision to begin managing it as a separate, standalone business. Our program has more than 4.0 million members as of September 30, 2014, and has been the fastest growing among our two main competitors for the past three years according to information publicly available on the websites of Smiles and Multiplus. We believe our program has a more efficient cost structure as it rewards customers for the amount paid for flights as opposed to the number of

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miles flown, thereby seeking to create a stronger link between passenger revenue and loyalty rewards. On a standalone basis, TudoAzul’s sale of points to third parties totaled R$244 million during the twelve months ended September 30, 2014. In September 2014 we launched an Azul branded credit card in partnership with Banco Itaucard S.A. Accordingly, we plan to increase the relevance and reach of the program through commercial partnerships with companies from other industries. Furthermore, as we add international destinations to our current network, we expect that the relevance and attractiveness of the program will increase significantly.

Improve operating efficiency

Azul’s R$400 million start-up capital enabled us to invest up-front in our scalable operating platform and efficient young fleet and rapidly achieve market-leading Adjusted EBITDAR. Our decision to purchase Brazilian-made Embraer aircraft enabled us to access competitive local aircraft financing from BNDES, Brazil’s national development bank (at current rates below Brazil’s Interbank Deposit Certificate, or CDI, overnight deposit rate). We financed 71.4% of our finance-leased and debt-financed jets in reais as of September 30, 2014, whereas our two main competitors, who finance their aircraft in currencies other than Brazilian reais, have 100% of their aircraft ownership costs exposed to currency risk, according to their quarterly results of operations furnished to the SEC for the nine months ended September 30, 2014. We believe we will be able to further reduce our unit operating costs and improve efficiency by, among other things, spreading our low fixed-cost infrastructure over a larger-scale operation, using technology to create further operating efficiencies, leveraging our labor productivity, and continuing our cost-effective fuel hedging strategy. In this regard, we have developed a customized hedging product with Petrobras Distribuidora, which enables us to lock in the cost of the jet fuel we will consume in the future, thereby offering a hedge that is tailored more specifically to our needs rather than West Texas Intermediate, or WTI, or heating oil futures, which are not perfectly correlated to jet fuel. This hedging contract also allows us to lock in the jet fuel price in reais, thereby hedging our exposure not only to fuel prices, but also to real/U.S. dollar exchange rates.

Private Placement

On December 23, 2013, we issued 2,400,388 Class B preferred shares on behalf of Fidelity, Peterson Partners Group and Grupo Bozano in a private placement under Section 4(a)(2) of the Securities Act. We raised R$240 million in this issuance. These Class B preferred shares were converted into [—] Class A preferred shares on [—], 2014. As a result, all of our outstanding Class B preferred shares were converted into Class A preferred shares and our Class A preferred shares were simultaneously renamed to “preferred shares”. We also issued Warrants to the Private Placement Investors, pursuant to which the Private Placement Investors may be entitled to receive, on the date of the pricing of this global offering, a number of preferred shares in the event the midpoint of the indicative price range of this global offering is higher than the actual offering price (see “Principal and Selling Shareholders—Private Placement”). Assuming an offering price of R$[—] per preferred share, which is the midpoint of the indicative price range in this global offering, we would not be required to issue any additional preferred shares to the Private Placement Investors. See “Principal and Selling Shareholders–Private Placement.” We continue to seek additional capital to support our growth from various sources, including private investors.

Corporate Information

We are incorporated as a Brazilian sociedade por ações. Our headquarters are at Edifício Jatobá, 8^th floor, Castelo Branco Office Park, Avenida Marcos Penteado de Ulhôa Rodrigues, 939, Tamboré, Barueri, São Paulo, SP 06460-040, Brazil. The telephone number of our investor relations office is +55 (11) 4831-2880 and our website address is www.voeazul.com.br. Information provided on our website is not part of this prospectus and is not incorporated by reference herein.

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SUMMARY FINANCIAL AND OPERATING DATA

The following tables summarize our financial and operating data for each of the periods indicated. You should read this information in conjunction with our financial statements and related notes, and the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus.

This summary financial data at and for the years ended December 31, 2013, 2012 and 2011 has been derived from our audited consolidated financial statements included elsewhere in this prospectus, which have been prepared in accordance with IFRS.

The summary financial data as of and for the nine months ended September 30, 2014 and 2013 has been derived from our unaudited interim condensed financial statements included elsewhere in this prospectus, which have been prepared in accordance with IAS 34 issued by IASB, and which in the opinion of our management include all adjustments considered necessary to present fairly the results of our operations and financial position for the periods and dates presented. The results of operations for our interim period are not necessarily indicative of the results for the full year or any other interim period.

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Statements of Operations Data

	For the Years Ended December 31,
	2013			2013			2012			2011
	(US$)(1)			(R$)			(R$)			(R$)
	(in thousands, except amounts per share and %)
Operating revenue
Passenger revenue		1,904,342			4,667,542			2,454,651			1,558,256
Other revenue		231,176			566,613			262,704			162,971
Total revenue		2,135,518			5,234,155			2,717,355			1,721,227
Operating expenses
Aircraft fuel		(725,949	)		(1,779,300	)		(1,073,261	)		(684,442	)
Salaries, wages and benefits		(327,756	)		(803,331	)		(510,435	)		(345,511	)
Aircraft and other rent		(217,257	)		(532,498	)		(229,393	)		(109,069	)
Landing fees		(116,568	)		(285,709	)		(156,468	)		(78,016	)
Traffic and customer servicing		(84,235	)		(206,459	)		(130,076	)		(96,054	)
Sales and marketing		(84,765	)		(207,759	)		(131,708	)		(93,498	)
Maintenance, materials and repairs		(135,343	)		(331,725	)		(126,817	)		(60,915	)
Depreciation and amortization		(81,627	)		(200,067	)		(106,013	)		(87,541	)
Other operating expenses		(170,977	)		(419,065	)		(244,543	)		(141,085	)
		(1,944,477	)		(4,765,913	)		(2,708,714	)		(1,696,131	)
Operating income		191,041			468,242			8,641			25,096
Financial result
Financial income		25,170			61,692			9,715			13,360
Financial expenses		(129,115	)		(316,462	)		(162,675	)		(114,373	)
Derivative financial instruments, net		(4,907	)		(12,027	)		10,009			3,402
Foreign currency exchange, net		(42,947	)		(105,262	)		(37,659	)		(32,936	)
Net income (loss) before income tax and social contribution		39,242			96,183			(171,969	)		(105,451	)
Income tax and social contribution		(33,226	)		(81,437	)		—			—
Deferred income tax and social contribution		2,434			5,965			1,127			—
Net income (loss) for the year		8,450			20,711			(170,842	)		(105,451	)
Basic and diluted income (loss) for the year per common share R$/US$(2)		0.00			0.01			(0.03	)		(0.02	)
Basic and diluted income (loss) for the year per preferred share R$/US$(3)		0.09			0.23			(2.53	)		(1.61	)
Other financial data (unaudited):
EBITDA(4)		224,814			551,020			87,004			83,103
Adjusted EBITDA(5)		277,625			680,458			152,390			117,141
Adjusted EBITDAR(6)		494,882			1,212,956			381,783			226,210
Adjusted EBITDAR Margin (%)(7)		23.2	%		23.2	%		14.0	%		13.1	%

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Reflects the conversion ratio of 75.0 common shares to 1.0 preferred share.

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(3) Refers to our Class A preferred shares.

(4) We calculate EBITDA as net income plus net financial income (expense), current and deferred income tax and social contribution and depreciation and amortization. We believe EBITDA is a well recognized performance measurement in the airline industry that is frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate EBITDA differently than us. EBITDA serves an indicator of overall financial performance, which is not affected by changes in rates of income tax and social contribution or levels of depreciation and amortization. Consequently, we believe that EBITDA serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decision. Because EBITDA does not include certain costs related to our business, such as interest expense, income taxes, depreciation, capital expenditures and other corresponding charges, which might significantly affect our net income, EBITDA has limitations which affect its use as an indicator of our profitability.

(5) Adjusted EBITDA is equal to EBITDA adjusted to exclude expenses related to foreign currency exchange rate variations, derivative financial instruments, non-recurring expenses related to the TRIP Acquisition and stock based compensation expense, the amount of which is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDA differently than us. Adjusted EBITDA serves as an indicator of overall financial performance that we believe serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decisions. Because Adjusted EBITDA does not include certain costs related to our business, it has limitations which affect it use as an indicator of our profitability.

(6) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

(7) Represents Adjusted EBITDAR divided by total operating revenue.

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	For the Nine Months Ended September 30, Unaudited
	2014			2014			2013
	(U.S.$)(1)			(R$)			(R$)
	(in thousands, except amounts per share and %)
Operating revenue
Passenger revenue		1,535,055			3,762,420			3,437,087
Other revenue		196,436			481,464			392,323
Total revenue		1,731,491			4,243,884			3,829,410
Operating expenses
Aircraft fuel		(585,867	)		(1,435,959	)		(1,308,181	)
Salaries, wages and benefits		(301,648	)		(739,340	)		(584,850	)
Aircraft and other rent		(198,016	)		(485,337	)		(379,542	)
Landing fees		(95,035	)		(232,931	)		(208,863	)
Traffic and customer servicing		(69,927	)		(171,390	)		(152,755	)
Sales and marketing		(71,561	)		(175,397	)		(155,425	)
Maintenance, materials and repairs		(110,070	)		(269,782	)		(252,728	)
Depreciation and amortization		(61,694	)		(151,212	)		(147,703	)
Other operating expenses		(133,683	)		(327,657	)		(310,998	)
		(1,627,501	)		(3,989,005	)		(3,501,045	)
Operating income		103,990			254,879			328,365
Financial result
Financial income		11,287			27,665			15,705
Financial expenses		(130,665	)		(320,260	)		(231,031	)
Derivative financial instruments, net		(507	)		(1,242	)		(8,353	)
Foreign currency exchange, net		(11,663	)		(28,585	)		(72,355	)
Net income (loss) before income tax and social contribution		(27,557	)		(67,543	)		32,331
Income tax and social contribution		—			—			(57,014	)
Deferred income tax and social contribution		1,785			4,375			4,477
Net income (loss) for the period		(25,772	)		(63,168	)		(20,206	)
Basic loss per common share(2)		0.00			(0.01	)		(0.01	)
Diluted loss per common share(2)		0.00			(0.01	)		(0.01	)
Basic loss per preferred share(3)		(0.28	)		(0.68	)		(0.23	)
Diluted loss per preferred share(3)		(0.27	)		(0.66	)		(0.22	)
Other financial data (unaudited):
EBITDA(4)		153,515			376,264			395,360
Adjusted EBITDA(5)		194,775			477,392			485,662
Adjusted EBITDAR(6)		392,791			962,729			865,204
Adjusted EBITDAR Margin (%)(7)		22.7	%		22.7	%		22.6	%

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Reflects the conversion ratio of 75.0 common shares to 1.0 preferred share.

(3) Refers to our Class A preferred shares.

(4) We calculate EBITDA as net income plus net financial income (expense), current and deferred income tax and social contribution and depreciation and amortization. We believe EBITDA is a well recognized performance measurement in the airline industry that is frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. EBITDA is

16

not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate EBITDA differently than us. EBITDA serves an indicator of overall financial performance, which is not affected by changes in rates of income tax and social contribution or levels of depreciation and amortization. Consequently, we believe that EBITDA serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decision. Because EBITDA does not include certain costs related to our business, such as interest expense, income taxes, depreciation, capital expenditures and other corresponding charges, which might significantly affect our net income, EBITDA has limitations which affect its use as an indicator of our profitability.

(5) Adjusted EBITDA is equal to EBITDA adjusted to exclude expenses related to foreign currency exchange rate variations, derivative financial instruments, non-recurring expenses related to the TRIP Acquisition, one-time expenses related to the introduction of our international operations scheduled to begin in December of 2014, and stock based compensation expense, the amount of which is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDA differently than us. Adjusted EBITDA serves as an indicator of overall financial performance that we believe serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decisions. Because Adjusted EBITDA does not include certain costs related to our business, it has limitations which affect it use as an indicator of our profitability.

(6) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

(7) Represents Adjusted EBITDAR divided by total operating revenue.

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The following tables present the reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR to net income (loss) for the periods indicated below:

	For the Years Ended December 31,
	2013			2013			2012			2011
	(US$)(1)			(R$)			(R$)			(R$)
	(in thousands, except Adjusted EBITDAR margin)
Reconciliation:
Net income (loss) for the year		8,450			20,711			(170,842	)		(105,451	)
Plus (minus):
Financial expenses		129,115			316,462			162,675			114,373
Financial income		(25,170	)		(61,692	)		(9,715	)		(13,360	)
Current income tax and social contribution		33,226			81,437			—			—
Deferred income tax and social contribution		(2,434	)		(5,965	)		(1,127	)		—
Depreciation and amortization		81,627			200,067			106,013			87,541
EBITDA(2)		224,814			551,020			87,004			83,103
Foreign currency exchange, net(3)		42,947			105,262			37,659			32,936
Derivative financial instruments(4)		4,907			12,027			(10,009	)		(3,402	)
TRIP Acquisition non-recurring expenses		4,287			10,507	(6)		33,974	(5)		—
Stock based compensation(7)		670			1,642			3,762			4,504
Adjusted EBITDA(2)(8)		277,625			680,458			152,390			117,141
Aircraft and other rent		217,257			532,498			229,393			109,069
Adjusted EBITDAR(9)		494,882			1,212,956			381,783			226,210
Adjusted EBITDAR Margin(10)(%)		23.2	%		23.2	%		14.0	%		13.1	%

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to EBITDA and Adjusted EBITDA as used by other companies which may calculate Adjusted EBITDA in a manner which differs from ours. EBITDA and Adjusted EBITDA are not measures of financial performance in accordance with IFRS. They do not represent cash flow for the corresponding periods, and should not be considered as alternatives to net income or as measures of operating performance, cash flow or liquidity, nor should they be considered for the calculation of dividend distribution.

(3) Represents the foreign exchange remeasurement on U.S. dollar denominated assets and liabilities.

(4) Represents currency forward contracts used to protect our U.S. dollar exposure.

(5) Adjustments to eliminate non-recurring expenses in connection with the TRIP Acquisition mainly related to: (i) employment terminations due to headcount overlaps in airport stations, administrative and management level personnel, (ii) transportation and moving costs relating to those employees that, by December 31, 2012, had already committed to relocate (as a consequence of the merger), and (iii) legal, consulting and financial advisory fees.

(6) Adjustments to eliminate non-recurring expenses in connection with the TRIP Acquisition mainly related to: (i) termination and severance payments related to redundant positions as well as one-time relocation expenses for the former TRIP employees, (ii) legal expenses and contract termination fees with redundant suppliers, (iii) integration of IT systems, (iv) expenses related to moving TRIP’s ATR 72-500 full flight simulator to UniAzul, and (v) expenses related to rebranding our airport facilities and advertising logos and other visual identity.

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(7) Adjustment to exclude stock based compensation which is a non-cash expense relating to our equity based compensation program and is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance.

(8) Adjustments exclude the effects of the following items: (i) the foreign currency exchange variation relating to U.S. dollars denominated assets and liabilities; (ii) gains or losses in connection with our derivative instruments used to protect us against variations of the U.S. dollar compared to the real, (iii) non-recurring expenses in connection with the TRIP Acquisition, and (iv) stock based compensation. We believe that such adjustments are useful to indicate our operating performance.

(9) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

(10) Represents Adjusted EBITDAR divided by total operating revenue.

	For the Nine Months Ended September 30,
	2014			2014			2013
	(US$)(1)			(R$)			(R$)
	(in thousands, except Adjusted EBITDAR margin)
Reconciliation:
Net income (loss) for the period		(25,772	)		(63,168	)		(20,206	)
Plus (minus):
Financial expenses		130,665			320,260			231,031
Financial income		(11,287	)		(27,665	)		(15,705	)
Current income tax and social contribution		—			—			57,014
Deferred income tax and social contribution		(1,785	)		(4,375	)		(4,477	)
Depreciation and amortization		61,694			151,212			147,703
EBITDA(2)		153,515			376,264			395,360
Foreign currency exchange, net(3)		11,663			28,585			72,355
Derivative financial instruments(4)		507			1,242			8,353
TRIP Acquisition non-recurring expenses		22,382			54,859	(5)		8,424	(6)
International operation startup costs(7)		5,299			12,989			0
Stock based compensation(8)		1,409			3,453			1,170
Adjusted EBITDA(2)(9)		194,775			477,392			485,662
Aircraft and other rent		198,016			485,337			379,542
Adjusted EBITDAR(10)		392,791			962,729			865,204
Adjusted EBITDAR Margin(11)(%)		22.7	%		22.7	%		22.6	%

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial

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selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to EBITDA and Adjusted EBITDA as used by other companies, which may calculate Adjusted EBITDA in a manner which differs from ours. EBITDA and Adjusted EBITDA are not measures of financial performance in accordance with IFRS. They do not represent cash flow for the corresponding periods, and should not be considered as alternatives to net income or as measures of operating performance, cash flow or liquidity, nor should they be considered for the calculation of dividend distribution.

(3) Represents the foreign exchange remeasurement on U.S. dollar denominated assets and liabilities.

(4) Represents currency forward contracts used to protect our U.S. dollar exposure.

(5) Adjustments to eliminate non-recurring expenses in connection with the TRIP Acquisition mainly related to: (i) settlement of labor proceedings with pilots and flight attendants regarding employee benefits in connection with the payroll standardization of TRIP and Azul crewmembers following the TRIP Acquisition, (ii) write-off of inventory of parts that were no longer needed as a result of the integration process, and (iii) termination fees and legal advisory fees.

(6) Adjustments to eliminate non-recurring expenses in connection with the TRIP Acquisition mainly related to: (i) termination and severance payments related to redundant positions as well as one-time relocation expenses for the former TRIP employees, (ii) legal expenses and contract termination fees with redundant suppliers, (iii) integration of IT systems, (iv) expenses related to moving TRIP’s ATR 72-500 full flight simulator to UniAzul, and (v) expenses related to rebranding our airport facilities and visual identity.

(7) Adjustments to eliminate the pre-operational expenses related to the startup of our international operations including certification and training costs of pilots and flight attendants, and other expenses related to the certification process of our widebody aircraft; legal fees and IT expenses.

(8) Adjustment to exclude stock based compensation which is a non-cash expense relating to our equity based compensation program, and is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance.

(9) Adjustments exclude the effects of the following items: (i) the foreign currency exchange variation relating to U.S. dollars denominated assets and liabilities, (ii) gains or losses in connection with our derivative instruments used to protect us against variations of the U.S. dollar compared to the real, (iii) non-recurring expenses in connection with the TRIP Acquisition, (iv) pre-operational expenses related to the startup of our international operations, and (iv) stock based compensation. We believe that such adjustments are useful to indicate our operating performance.

(10) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

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(11) Represents Adjusted EBITDAR divided by total operating revenue.

Balance Sheet Data

The following table presents key line items from our historical balance sheet data:

	As of December 31,
	2013		2013		2012		2011
	(US$)(1)		(R$)		(R$)		(R$)
	(in thousands)
Cash and cash equivalents		222,882		546,283		271,116		131,664
Total assets		2,289,998		5,612,784		4,751,785		1,964,003
Loans and financing		1,238,146		3,034,695		2,989,175		1,439,581
Equity		194,334		476,313		351,031		58,382
Total liabilities and equity		2,289,998		5,612,784		4,751,785		1,964,003

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

	As of September 30,
	Unaudited
	2014		2014		2013
	(U.S.$)(1)		(R$)		(R$)
	(in thousands)
Cash and cash equivalents		141,992		348,022		230,698
Total assets		2,522,078		6,181,613		5,107,270
Loans and financing		1,375,374		3,371,042		3,142,716
Equity		169,441		415,301		335,648
Total liabilities and equity		2,522,078		6,181,613		5,107,270

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

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Operating Data

	As of and For the Years Ended December 31,
	Unaudited
	2013			2013			2012			2011
Operating Statistics (unaudited):
Operating aircraft at end of period		133			133			118			49
Total aircraft at end of period		137			137			127			49
Airports served at end of period		103			103			100			42
Average daily aircraft utilization (hours)		10.4			10.4			11.5			12.9
Average daily E-Jet utilization (hours)		11.5			11.5			12.3			13.5
Average daily ATR utilization (hours)		8.7			8.7			8.4			8.9
Stage length		725			725			778			859
Number of departures		275,976			275,976			143,363			92,343
Block hours		414,660			414,660			220,184			150,543
Passenger flight segments		20,061,743			20,061,743			11,718,784			8,161,458
Revenue passenger kilometers (RPKs) (million)		14,959			14,959			9,062			6,973
Available seat kilometers (ASKs) (millions)		18,906			18,906			11,495			8,598
Load Factor (%)		79.1	%		79.1	%		78.8	%		81.1	%
Passenger revenues (in thousands)	US$	1,904,342	(1)	R$	4,667,542		R$	2,454,651		R$	1,558,256
Passenger revenue per ASK (cents) (PRASK)	US$	10.07	(1)	R$	24.69		R$	21.35		R$	18.12
Operating revenue per ASK (cents) (RASK)	US$	11.30	(1)	R$	27.69		R$	23.64		R$	20.02
Yield per ASK (cents)	US$	12.73	(1)	R$	31.20		R$	27.09		R$	22.35
Trip cost	US$	7,046	(1)	R$	17,269		R$	18,894		R$	18,368
End-of-period FTEs per aircraft		72			72			70			88
CASK (cents)	US$	10.28	(1)	R$	25.21		R$	23.56		R$	19.73
CASK (ex-fuel) (cents)(2)	US$	6.45	(1)	R$	15.80		R$	14.23		R$	11.77
Fuel liters consumed (thousands)		749,861			749,861			469,458			337,437
Average fuel cost per liter	US$	0.97	(1)	R$	2.37		R$	2.29		R$	2.03

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) CASK (ex-fuel) means CASK excluding all fuel costs.

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	As of and For the Nine Months Ended September 30,
	Unaudited
	2014			2014			2013
Operating Statistics (unaudited):
Operating aircraft at end of period		128			128			126
Total aircraft at end of period		145			145			131
Airports served at end of period		103			103			102
Average daily aircraft utilization (hours)		9.7			9.7			10.5
Average daily E-Jet utilization (hours)		11.0			11.0			11.6
Average daily ATR utilization (hours)		7.8			7.8			8.8
Stage length		718			718			725
Number of departures		206,399			206,399			206,291
Block hours		313,243			313,243			308,781
Passenger flight segments		15,671,474			15,671,474			14,841,504
Revenue passenger kilometers (RPKs) (million)		11,515			11,515			11,076
Available seat kilometers (ASKs) (millions)		14,452			14,452			14,071
Load Factor (%)		79.7	%		79,7	%		78.7	%
Passenger revenues (in thousands)	US$	1,535,055	(1)	R$	3,762,420		R$	3,437,087
Passenger revenue per ASK (cents) (PRASK)	US$	10.62	(1)	R$	26.03		R$	24.43
Operating revenue per ASK (cents) (RASK)	US$	11.98	(1)	R$	29.37		R$	27.21
Yield per ASK (cents)	US$	13.33	(1)	R$	32.67		R$	31.03
Trip cost	US$	7,885	(1)	R$	19,327		R$	16,971
End-of-period FTEs per aircraft		73			73			73
CASK (cents)	US$	11.26	(1)	R$	27.60		R$	24.88
CASK (ex-fuel) (cents)(2)	US$	7.21	(1)	R$	17.67		R$	15.58
Fuel liters consumed (thousands)		579,517			579,517			558,269
Average fuel cost per liter	US$	1.01	(1)	R$	2.48		R$	2.34

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) CASK (ex-fuel) means CASK excluding all fuel costs.

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THE OFFERING

Issuer Azul S.A.

The global offering [—] preferred shares, to be offered in an international offering and a Brazilian offering. The number of preferred shares offered in the international offering and the Brazilian offering is subject to reallocation between the offerings. The closings of the international offering and the Brazilian offering are conditioned upon each other.

International offering We are offering [—] preferred shares, in the form of ADSs, through the international underwriters in the United States and elsewhere outside Brazil.

The international underwriters also will act as placement agents on behalf of the Brazilian underwriters with respect to the sale of preferred shares to investors located outside Brazil who are authorized to invest in Brazilian securities according to the rules of the Brazilian National Monetary Council (Conselho Monetário Nacional), or the CMN, and the CVM.

Brazilian offering Concurrently with the international offering, we are offering [—] preferred shares through the Brazilian underwriters to investors in Brazil in a public offering authorized by the CVM. The Brazilian offering will be made by means of a separate prospectus in Portuguese.

Selling shareholders David Neeleman, Saleb II Founder 1 LLC, Saleb II Founder 3 LLC, Saleb II Founder 4 LLC, Saleb II Founder 5 LLC, Saleb II Founder 6 LLC, Saleb II Founder 7 LLC, Saleb II Founder 8 LLC, Saleb II Founder 9 LLC, Saleb II Founder 11 LLC, Saleb II Founder 12 LLC, Saleb II Founder 13 LLC, Saleb II Founder 14 LLC, Saleb II Founder 15 LLC, Saleb II Founder 16 LLC, Star Sabia LLC, WP-New Air LLC, Azul HoldCo, LLC, Maracatu LLC, GIF II Fundo de Investimento em Participações, GIF Mercury LLC, ZDBR LLC, Kadon Empreendimentos S.A., Bozano Holdings Ltd., Cia Bozano, JJL Brazil LLC, Morris Azul, LLC, Miguel Dau, João Carlos Fernandes, Gianfranco Beting, Regis da Silva Brito, Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. are granting options to the international and Brazilian underwriters to purchase at the initial public offering price less the underwriting discount a total of up to [—] additional preferred shares including in the form of ADSs to cover options to purchase additional shares, if any. For more information, see “Principal and Selling Shareholders.”

International underwriters Morgan Stanley & Co. LLC, Itau BBA USA Securities, Inc., Goldman, Sachs & Co., Santander Investment Securities Inc., Banco do Brasil Securities LLC, Raymond James & Associates, Inc., Banco Pine S.A. (acting through Pine Securities USA LLC for sales in the United States) and Deutsche Bank Securities Inc., as international underwriters for whom Morgan Stanley & Co. LLC, Itau BBA USA

24

Securities, Inc., Goldman, Sachs & Co., Santander Investment Securities Inc. and Banco do Brasil Securities LLC will act as representatives, or the Representatives.

Brazilian underwriters Banco Morgan Stanley S.A., Banco Itaú BBA S.A., Goldman Sachs do Brasil Banco Múltiplo S.A., Banco Santander (Brasil) S.A., BB-Banco de Investimento S.A, Pine Investimentos Distribuidora de Títulos e Valores Mobiliários Ltda. and Deutsche Bank S.A.—Banco Alemão.

Shares outstanding before this global offering 464,482,529 common shares and 92,643,175 preferred shares, including [—] preferred shares resulting from the conversion of the Class B preferred shares into Class A preferred shares and the simultaneous renaming of the Class A preferred shares as “preferred shares” on [—], 2014, such that our capital is now composed of one single class of preferred shares, the class of preferred shares offered hereby (see “Principal and Selling Shareholders—Private Placement”) and excluding any preferred shares resulting from the potential exercise of the Warrants (see “Principal and Selling Shareholders—Private Placement”).

Each common share is convertible into preferred shares at the ratio of 75.0 common shares for 1.0 preferred share. After applying this conversion ratio, solely for the purposes of calculating each shareholder’s economic interest in our capital, we would have [—] preferred shares outstanding prior to this global offering on a fully-converted basis. This conversion, however, is purely theoretical because, under Brazilian corporate law, the total number of shares with no or with limited voting rights may not exceed 50% of the total number of outstanding shares issued by a corporation.

Warrants We have issued Warrants to the Private Placement Investors that entitle them to receive a number of preferred shares calculated pursuant to a formula designed to offset any potential difference between the actual offering price and the midpoint of the indicative price range of this global offering used as the basis for the conversion of Class B preferred shares into Class A preferred shares (see “Principal and Selling Shareholders—Private Placement”). Assuming an offering price equal to or higher than R$[—] per preferred share, which is the midpoint of the indicative price range in this global offering, we would not be required to issue any additional preferred shares as a result of the exercise of Warrants. Assuming that the final offering price is lower than R$[—], which is the offering price that would allow Private Placement Investors to receive the maximum number of new preferred shares as a result of the exercise of Warrants, the total number of preferred shares to be issued to the Private Placement Investors would be [—].

Shares outstanding after this global offering [—] common shares and [—] preferred shares. After applying the 75: 1 conversion ratio, solely for the purposes of calculating each shareholder’s economic interest in our capital, we would have [—]

25

preferred shares outstanding after this global offering on a theoretical fully-converted basis, as described in “—Shares outstanding before this global offering” above.

Preferred shares being offered Preferred shares without voting rights, except for the voting rights mentioned in “Description of Capital Stock—Voting rights” for as long as our company is listed on the Level 2 segment of BM&FBOVESPA. Holders of our preferred shares benefit from certain tag-along rights, the right to receive 75 times the dividends paid on our common shares and liquidation preferences, all as described in “Description of Capital Stock.”

ADSs Each ADS represents one preferred share and may be represented by American depositary receipts, or ADRs. The ADSs will be issued under a deposit agreement entered into among us, Deutsche Bank Trust Company Americas, as depositary, and the registered holders and beneficial owners from time to time of ADSs issued under the deposit agreement.

Options to purchase additional ADS and preferred shares The Selling Shareholders will grant the international underwriters an option, exercisable by the Representatives, on behalf of the international underwriters, upon prior written notice to the other international underwriters, us and the Selling Shareholders, for 30 days from and including the first day of trading of our preferred shares on BM&FBOVESPA, to purchase up to [—] additional preferred shares, in the form of ADSs (less any preferred shares sold to the Brazilian underwriters under their option referred to below), at the initial public offering price less the underwriting discount, solely to cover options to purchase additional shares, if any, provided that the decision to allocate the additional preferred shares (including in the form of ADSs) is made jointly by the Brazilian and international underwriters at the time the price per preferred share and ADS is determined. See “Underwriting—Option.” If any additional ADSs are purchased using this option, the international underwriters will offer them on the same terms as the ADSs being offered in the international offering.

The Selling Shareholders will grant the Brazilian underwriters an option, exercisable by Banco Itaú BBA S.A., on behalf of the Brazilian underwriters upon prior written notice to the other Brazilian underwriters, us and the Selling Shareholders, for 30 days from and including the first day of trading of our preferred shares on BM&FBOVESPA, to purchase up to [—] additional preferred shares (less any preferred shares in the form of ADSs sold to the international underwriters under their option referred to above), at the international offering price less the underwriting discount, solely to cover options to purchase additional shares, if any, provided that the decision to allocate the additional preferred shares (including in the form of ADSs) is made jointly by the Brazilian and international underwriters at the time the price per preferred share and ADS is determined. See “Underwriting—Option.”

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Offering price We expect the offering price will be between R$[—] and R$[—] per preferred share and between US$ [—] and US$ [—] per ADS, calculated at the exchange rate of R$[—] per US$ at [—], 2014.

Use of proceeds We estimate that the net proceeds that we will receive from this global offering will be R$[—] million, calculated at an offering price of R$[—] per preferred share, the midpoint of the indicative price range in this global offering. We intend to use these net proceeds to (i) invest in aircraft to grow our fleet, (ii) fund the capital expenditures needed to increase the number of destinations in our network, (iii) pay down debt of approximately R$[—] million and (iv) for general corporate purposes. For further information, see “Use of Proceeds.”

We will not receive any proceeds from the sale of preferred shares, including in the form of ADSs by the Selling Shareholders. We will receive a nominal amount in connection with the issuance of new preferred shares to the Private Placement Investors as a result of the exercise of Warrants. These Warrants will be exercisable only if the final offering price is lower than the midpoint of the indicate price range in this global offering.

Listing We have applied to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “[—]” and to list our preferred shares on the Level 2 segment of BM&FBOVESPA under the symbol “[—].” We cannot assure you that a trading market for our preferred shares or ADSs will develop or will continue if developed.

Transfer restrictions Our preferred shares, including in the form of ADSs, will be subject to certain transfer restrictions as described under “Underwriting—Selling Restrictions.”

Dividends and dividend policy Holders of our preferred shares are entitled to receive 75 times the value of dividends (and other distributions) distributed to holders of our common shares. Holders of both our common and preferred shares are entitled to receive annual mandatory distributions of 0.1% of our net income; however, our preferred shares do not carry priority rights to receive fixed or minimum dividends, and therefore will not be entitled to voting rights even if no dividends are paid. Holders of our preferred shares are entitled to the general voting rights provided in the Corporate Governance Rules of the Level 2 segment of BM&FBOVESPA. For further details, see the sections of this prospectus entitled “Description of Capital Stock—Voting Rights” and “Dividend Policy.”

Lock-up agreement We, the Selling Shareholders, our directors and officers and holders of at least 1.0% of our common shares and/or 1.0% of our economic interest have agreed not, for a period of 180 days after the date of this prospectus, subject to certain exceptions, to issue, offer, sell, contract to sell, pledge or otherwise transfer or dispose of, directly or

27

indirectly, or file with the SEC or the CVM a registration statement relating to, any preferred shares, ADSs or securities convertible into or exchangeable or exercisable for preferred shares (including our common shares) or ADSs, or publicly disclose any intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives.

Additionally, pursuant to the regulations of the Level 2 segment of BM&FBOVESPA, our controlling shareholders, our directors and executive officers may not sell and/or offer to sell any common and/or preferred shares (or derivatives relating to common and/or preferred shares) owned immediately after this global offering, or any securities or other derivatives linked to securities issued by us, for six months after the publication in Brazil of the announcement of commencement of this global offering. After the expiration of this 180-day period, our controlling shareholders, our directors and executive officers may not, for an additional 180-day period, sell and/or offer to sell more than 40% of the securities that each of we or they hold. See “Underwriting—No sale of similar securities.”

Controlling shareholder Prior to this global offering, David Neeleman owns, directly or indirectly, 67% of our common shares’ giving him 67% of the voting rights in our company. Following this global offering, Mr. Neeleman will continue to control all shareholders’ decisions, including the ability to appoint a majority of our board of directors.

Tag-along rights Holders of our preferred shares have the right to participate in a public tender offer for control of Azul, on the same terms and conditions (taking into account the 75: 1 conversion ratio) as are offered to our controlling shareholder in any sale of control transaction. See “Description of Capital Stock—Rights of our Common and Preferred Shares.”

Our principal shareholders also have certain tag-along rights applicable to sales of common shares by them. See “Description of Capital Stock—Shareholders’ Agreement.”

ADS depositary Deutsche Bank Trust Company Americas.

Directed Share Program At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of [—] ADSs offered in this offering to (i) our TudoAzul Diamante members and (ii) persons who are our directors, officers or employees, or who are otherwise associated with us, through a directed share program. These reserved ADSs account for an aggregate of approximately [—]% of the ADSs offered in this global offering (assuming no exercise of the underwriters’ option to purchase additional shares). See “Underwriters—Directed Share Program.”

Brazilian Special Allocation Program Between 10% and [—]% of the preferred shares offered in the Brazilian offering will be offered to non-institutional investors, of

28

which [—]% of these shares will be allocated to (i) our TudoAzul Diamante members and (ii) persons who are our directors, officers or employees. These reserved preferred shares account for an aggregate of approximately [—]% of the preferred shares offered in the Brazilian offering (assuming no exercise of the Brazilian underwriters’ option to purchase additional shares). See “Underwriters—Brazilian Special Allocation Program.”

Taxation For a discussion of the material U.S. tax consequences relating to an investment in our preferred shares, including in the form of ADSs, see “Taxation.”

Risk factors Investing in our preferred shares, including in the form of ADSs, involves risks. See “Risk Factors” beginning on page 30 and the other information included in this prospectus for a discussion of the factors you should consider before deciding to invest in our preferred shares, including in the form of ADSs.

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RISK FACTORS

This initial public offering and an investment in our preferred shares, including in the form of ADSs, involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected by any of these risks. The trading price of the our preferred shares, including in the form of ADSs, could decline due to any of these risks or other factors, and you may lose all or part of your investment.

The risks described below are those that we currently believe may adversely affect us or the preferred shares, including in the form of ADSs. In general, investing in the securities of issuers in emerging market countries such as Brazil, involves risks that are different from the risks associated with investing in the securities of U.S. companies and companies located in other countries with more developed capital markets. To the extent that information relates to, or is obtained from sources related to, the Brazilian government or Brazilian macroeconomic data, the following information has been extracted from official publications of the Brazilian government or other reliable sources and has not been independently verified by us.

Risks relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions could adversely affect our business, financial condition, results of operations, cash flows and prospects as well as the trading price of our preferred shares, including in the form of ADSs.

The Brazilian government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, foreign exchange rate controls, capital controls and limits on imports. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our securities may be adversely affected by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

• growth or downturn of the Brazilian economy;

• interest rates;

• currency fluctuations;

• inflation;

• liquidity of the domestic capital and lending markets;

• import and export controls;

• exchange rates and exchange controls and restrictions on remittances abroad;

• modifications to laws and regulations according to political, social and economic interests;

• fiscal policy and changes in tax laws;

• economic and social instability;

• the Brazilian government’s control of or influence on the control of certain oil producing and refining companies; and

• other political, social and economic developments in or affecting Brazil.

Developments in Brazil’s political landscape may also impact us. Uncertainty over whether the current or any future Brazilian government will implement changes in policies or regulations affecting these and other

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factors may create instability in the Brazilian economy, increasing the volatility of the Brazilian securities markets. In addition, possible political crises may affect the confidence of investors and the public in general, which may result in economic deceleration and affect the trading prices of securities issued by Brazilian companies. In 2013, wide-scale protests throughout Brazil focused on economic and political reform created additional political uncertainty. Any of these factors and Brazilian policies and regulations, whether in response to further protests, as a result of the 2014 general elections in Brazil or otherwise, may create additional political uncertainty, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects, as well as the trading price of our preferred shares, including in the form of ADSs.

Exchange rate instability may have adverse effects on the Brazilian economy, our business, financial condition and results of operations.

The Brazilian currency has been devalued frequently over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and since 1999 a floating exchange rate system. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. In 2013, the real depreciated by an average of 10.5% and in 2012, it depreciated by an average of 16.7%. The real/U.S. dollar exchange rate reported by the Central Bank was R$2.3426 per U.S. dollar on December 31, 2013 and $2.4510 per U.S. dollar on September 30, 2014.

Depreciation of the real against the U.S. dollar could create inflationary pressures in Brazil and cause increases in interest rates, which could negatively affect the growth of the Brazilian economy as a whole and harm our financial condition and results of operations, curtail access to financial markets and prompt government intervention, including recessionary governmental policies. Depreciation of the real against the U.S. dollar can also, as in the context of the current global economic recovery, lead to decreased consumer spending, deflationary pressures and reduced growth of the economy as a whole. Consequently, when the real appreciates, we incur in losses on our monetary assets denominated in, or indexed to, a foreign currency, such as the U.S. dollar, and our liabilities denominated in, or indexed to, foreign currency, decreases as the liabilities and assets are translated into reais.

Our revenues are denominated in reais and a significant part of our operating expenses, such as fuel, certain aircraft operating lease agreements, certain flight hour maintenance contracts and aircraft insurance, are denominated in, or linked to, foreign currency. As of December 31, 2013 and as of September 30, 2014, 55.4% and 52.9% of our operating expenses, respectively, were denominated in, or linked to, foreign currency. Upon the completion of the purchase of the new Airbus aircraft announced in October 2014, the amount of our expenses denominated in or linked to foreign currency may increase. See “Business—Fleet.” While in the past we have generally adjusted our fares in response to, and to alleviate the effect of, fluctuations of the real and have entered into hedging arrangements to protect us against the effects of fluctuations of the real, there can be no assurance we will be able to or will continue to do so. Any depreciation of the real against the U.S. dollar may have an adverse effect on us, including leading to a decrease in our profit margins or to operating losses caused by increases in U.S. dollar-denominated costs (including fuel costs), increases in interest expense or exchange losses on unhedged fixed obligations and indebtedness denominated in foreign currency. We may incur substantial amounts of U.S. dollar-denominated operating lease or financial obligations, fuel costs linked to the U.S. dollar and U.S. dollar-denominated indebtedness in the future or similar exposures to other foreign currencies.

Inflation and certain measures by the Brazilian government to curb inflation have historically adversely affected the Brazilian economy and Brazilian securities market, and high levels of inflation in the future would adversely affect our business, financial condition, results of operations and cash flows.

In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the

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Brazilian economy generally. Inflation, policies adopted to curb inflationary pressures and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty and heightened volatility in the Brazilian securities market.

Since the introduction of the real in 1994, Brazil’s inflation rate has been substantially lower than in previous periods. According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, Brazilian inflation rates were 5.9%, 5.8%, 6.5%, 5.9% and 4.3% in 2013, 2012, 2011, 2010 and 2009, respectively. The annualized inflation rate during the nine months ended September 30, 2014 was 6.5%. Brazil may experience high levels of inflation in the future. Inflationary pressures may lead to the Brazilian government’s intervening in the economy and introducing policies that could adversely affect our business, financial condition, results of operations, cash flows and prospects and the trading price of our preferred shares, including in the form of ADSs.

In the event that Brazil experiences high inflation in the future, we may not be able to adjust the prices we charge our passengers to offset the potential impacts of inflation on our expenses, including salaries. This would lead to decreased net income. Inflationary pressures may also adversely affect our ability to access foreign financial markets, causing adverse effects on our capital expenditure plans.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may adversely affect the Brazilian economy and the market price of Brazilian securities, including the trading price of our preferred shares, including in the form of ADSs.

The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries. Even though the world economy and the financial and capital markets had been recovering from the 2008 global financial crisis throughout 2010 and early 2011, the conditions of the global markets again deteriorated in 2011 and 2012. Recently, several European countries have revealed significant macroeconomic imbalances, encountering serious fiscal problems, including high debt levels that impair growth and increase the risk of sovereign default. At the same time, the United States faced fiscal difficulties, which culminated in the downgrade of the U.S. long-term sovereign credit rating by S&P in 2011, while continuing to taper the Federal Reserve’s monetary stimulus program. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to the Brazilian economy and result in considerable outflows of funds from Brazilian decreased the amount of foreign investments in Brazil.

Crises in other emerging market countries, the United States, Europe or other countries could decrease investor demand for Brazilian securities, such as our preferred shares, including in the form of ADSs. This may adversely affect the trading value of our preferred shares, including in the form of ADSs, and any decline in trading value could impede our access to capital markets and financing for future operations.

Variations in interest rates may have adverse effects on our results of operations.

We are exposed to the risk of interest rate variations, principally in relation to the Long Term Interest Rate (Taxa de Juros de Longo Prazo), or TJLP, with respect to loans denominated in reais, the Interbank Deposit Rate, or DI Rate, and with respect to operating and finance leases and debt-financed aircraft denominated in U.S. dollars, the London Interbank Offer Rate, or LIBOR.

The TJLP was 5.0% on September 30, 2014, 5.0% on December 31, 2013, 5.8% on December 31, 2012, 6.0% on December 31, 2011, 6.0% on December 31, 2010 and 6.1% on December 31, 2009. The DI Rate was 10.7% on September 30, 2014, 9.8% on December 31, 2013, 6.9% on December 31, 2012, 10.9% on December 31, 2011, 10.6% on December 31, 2010 and 8.6% on December 31, 2009. The three-month LIBOR was 0.2% on September 30, 2014, 0.3% on December 31, 2013, 0.3% on December 31, 2012, 0.6% on

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December 31, 2011, 0.3% on December 31, 2010 and 0.3% on December 31, 2009. Significant increases in consumption, inflation or other macroeconomic pressures may lead to an increase in these rates.

If the TJLP, the DI Rate or LIBOR was to increase, our repayments under loans, operating and finance leases would increase, and we might not be able to adjust the prices we charge to offset increased payments. For example, in addition, our repayments under many of our operating and finance leases and debt-financed aircraft are linked to LIBOR, and we are exposed to the risk of variations in LIBOR. The outstanding loan balance due on our operating and finance lease and debt-financed aircraft contracts linked to LIBOR amounted to U.S.$669.4 million (R$1,640.7 million) as of December 31, 2013 and U.S.$605.3 million (R$1,483.6 million) as of September 30, 2014.

Risks Relating to our Business and the Brazilian Civil Aviation Industry

Substantial fluctuations in fuel costs or the unavailability of fuel, which is mostly provided by one supplier, would harm our business.

Historically, international and local fuel prices have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel expenses, which at times in 2007 and 2008 were at historically high levels, constitute a significant portion of our total operating expenses, accounting for 37.3% of our operating expenses for the year ended December 31, 2013 and 36.0% for the nine months ended September 30, 2014. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for both home heating oil and gasoline. Events resulting from prolonged instability in the Middle East or other oil-producing regions, or the suspension of production by any significant producer, may result in substantial price increases and/or make it difficult to obtain adequate supplies, which may adversely affect our profitability. Natural disasters or other large unexpected disrupting events in regions that normally consume significant amounts of other energy sources could have a similar effect. The price and future availability of fuel cannot be predicted with any degree of certainty, and significant increases in fuel prices may harm our business. Our hedging activities may not be sufficient to protect us from fuel price increases, and we may not be able to adjust our fares adequately to protect us from this cost.

Substantially all of our fuel is provided by one supplier, Petrobras Distribuidora. Petrobras is entitled to terminate its fuel supply contracts with us for a number of reasons. In addition, Petrobras may be unable to guarantee its fuel supply to us, for example due to difficulties in its production, import, refining or distribution activities. If we were unable to obtain fuel on similar terms from alternative suppliers, our business would be adversely affected. In addition, this agreement enables us to lock in the cost of the jet fuel we will consume in the future. Accordingly, in case this agreement is terminated, we will be required to enter into alternative hedging.

We and the airline industry in general are particularly sensitive to changes in economic conditions and continued negative economic conditions that would likely continue to negatively impact our results of operations and our ability to obtain financing on acceptable terms.

Our operations, and the airline industry in general, are particularly sensitive to changes in economic conditions. Unfavorable economic conditions, such as high unemployment rates, a constrained credit market and increased business operating expenses, can reduce spending for both leisure and business travel. Unfavorable economic conditions can also impact our ability to raise fares to counteract increased fuel, labor, and other expenses. An increasingly unfavorable economic environment would likely negatively impact our results of operations. In addition, a significant instability of the credit, capital and financial markets, could result in increasing our borrowing costs, negatively affecting our operating results, financial condition, growth strategy and investment plans. These factors could also negatively impact our ability to obtain financing on acceptable terms and our liquidity in general.

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Changes to the Brazilian civil aviation regulatory framework may adversely affect our business and results of operations, including our competitiveness and compliance costs.

Brazilian aviation authorities monitor and influence the developments in Brazil’s airline market. For example, ANAC addressed overcapacity by establishing strict criteria that must be met before new routes or additional flight frequencies were awarded. The policies of the ANAC and other aviation supervisory authorities may negatively affect our operations.

The Brazilian government announced an incentive program for the regional aviation industry, which we expect will be implemented in 2015. The incentive package program includes investments of up to R$7.3 billion in regional aviation infrastructure, subsidies, and airport fee exemptions for all carriers offering regional flights. Such subsidies and exemptions may cause the reallocation of landing rights and increased competitiveness at the airports where we operate, which may also negatively affect our business and results of operations.

We cannot assure you that these or other changes in Brazilian civil aviation regulations will not have an adverse effect on our business or results of operations. Any change that requires us to dedicate a significant level of resources on compliance with new aviation regulations, for example, would result in additional expenditure on compliance and consequently adversely affect our business and results of operations.

Because we have a limited operating history, it is difficult to evaluate an investment in our preferred shares, including in the form of ADSs.

Because we have a limited operating history, having commenced operations in December of 2008, it may be difficult to evaluate our future prospects and an investment in our preferred shares, including in the form of ADSs. Our prospects are uncertain and must be considered in light of the risks, uncertainties and difficulties frequently encountered by companies with a limited operating history. Our future performance will depend upon a number of factors, including our ability to:

• implement our growth strategy;

• provide high quality, reliable customer service at low fares;

• enter new markets successfully;

• hedge against fuel price, foreign exchange and interest rate fluctuations;

• obtain aircraft that best suit our growth strategy;

• maintain adequate control of our expenses;

• attract, train, retain and motivate qualified personnel;

• react to customer and market demands; and

• maintain the safety of our operations.

We cannot assure you that we will successfully address any of these factors, and our failure to do so could adversely affect our financial condition and results of operations and the price of our preferred shares, including in the form of ADSs.

We operate in a highly competitive industry.

Airlines increase or decrease capacity in markets based on perceived profitability. Decisions by our competitors that increase overall industry capacity, or capacity dedicated to a particular region, market or route, as well as any other management decisions that increase a potential competitor’s market share, could have a material adverse impact on our business. Our growth and the success of our business model could stimulate

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competition in our markets through the development of similar strategies by our competitors. If these competitors adopt and successfully execute similar business models, our business and financial conditions could be materially adversely affected.

Each year we may face increased competition from existing and new participants in the Brazilian market. The air transportation sector is highly sensitive to price discounting and the use of very aggressive pricing policies by some airlines. Other factors, such as flight frequency, schedule availability, brand recognition, and quality of offered services (such as loyalty programs, VIP airport lounges, in-flight entertainment and other amenities) also have a significant impact on market competitiveness. In addition, the barriers to entering the domestic market are relatively low. We cannot assure you that existing or new competitors in our markets will not offer lower prices, more attractive services or increase their route capacity in an effort to obtain greater market share. In addition, a competitor may have greater financial resources and access to cheaper sources of capital than we do, which could enable them to operate their business with a lower cost structure than we can.

As a Brazilian airline, we also face competition in the domestic market from air travel substitutes. On our routes, we currently face competition from some other transportation alternatives, such as bus or automobile. In addition, technology advancements may limit the desire for air travel. For example, video teleconferencing and other methods of electronic communication may reduce the need for in-person communication and add a new dimension of competition to the industry as travelers seek lower cost substitutes for air travel. If we are unable to adjust rapidly to the changing nature of competition in our markets, it could have a material adverse effect on our business, results of operations and financial condition.

Further consolidation in the Brazilian and global airline industry framework may adversely affect us.

As a result of the competitive environment there may be further consolidation in the Brazilian and global airline industry, whether by means of acquisitions, joint ventures, partnerships or strategic alliances. We cannot predict the effects of further consolidation on the industry. Our competitors may increase their scale, diversity and financial strength and may have a competitive advantage over us, which would negatively affect our business and results of operations. Consolidation in the airline industry and changes in international alliances will continue to affect the competitive landscape in the industry and may result in the formation of airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures.

In the event we do not act as a consolidator, our competitors may increase their scale, diversity and financial strength and may have a competitive advantage over us, which would negatively affect our business and results of operations. Consolidation in the airline industry is likely to affect the competitive landscape in the industry and may result in the formation of airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures.

Our results of operations tend to be volatile and fluctuate due to seasonality.

Our operating revenue is substantially dependent on the passenger traffic volume carried, which is subject to seasonal and other changes in traffic patterns. The Brazilian passenger air transportation market is subject to seasonality, as there is always higher demand for air transportation services in the first and fourth quarters of the year, as a result of year-end and summer holidays. Accordingly, our results tend to be volatile.

We have significant fixed expenses that may harm our ability to attain our strategic goals.

We have high fixed expenses, such as aircraft ownership, headquarters facility and personnel, IT system license costs, training and insurance expenses. We expect to incur additional fixed expenses and contractual debt as we lease or acquire new aircraft and other equipment to implement our growth strategy or other purposes. As of September 30, 2014, we had firm orders to purchase 10 Embraer E-Jets, and firm orders to purchase 12 ATR 72 aircraft to be delivered between 2014 and 2016, of which six had operating lease commitments and 16 were

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estimated to generate expenditures of R$1,059.8 million. We also have signed operating lease agreements for 12 widebody aircraft, two of which have been delivered as of September 30, 2014, and expect to add to our fleet up to 63 Airbus A320neos and 30 next-generation E-Jets.

As a function of our fixed expenses, we may (i) have limited ability to obtain additional financing, (ii) be required to dedicate a significant part of our cash flow to fixed expenses resulting from operating leases and debt for aircraft, (iii) incur higher interest or leasing expenses in the event that interest rates increase or (iv) have a limited ability to plan for, or react to, changes in our businesses, the civil aviation sector generally and overall macroeconomic conditions. In addition, volatility in global financial markets may make it difficult for us to obtain financing for our fixed expenses on favorable terms or at all.

We depend significantly on automated systems and any breakdown in these systems may harm our business, financial condition, results of operations, cash flows and prospects.

We depend on automated systems to operate our businesses, including our sales system, automated seat reservation system, fleet and network management system, telecommunications system and website. Significant or repeated breakdowns of our automated systems may impede our passengers and travel agencies’ access to our products and services, which may cause them to purchase tickets from other airlines, adversely affecting our net revenues.

These interruptions may include but are not limited to computer hackings, computer viruses, worms or other disruptive software, or other malicious activities. In particular, both unsuccessful and successful cyber-attacks on companies have increased in frequency, scope and potential harm in recent years. The costs associated with a major cyber-attack could include expensive incentives offered to existing customers to retain their business, increased expenditures on cyber security measures, lost revenues from business interruption, litigation and damage to our reputation. In addition, if we fail to prevent the theft of valuable information, protect the privacy of customer and employee confidential data against breaches of network or IT security, it could result in damage to our reputation, which could adversely impact customer and investor confidence. Any of these occurrences could result in a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

A failure to implement our growth strategy may harm our results of operations.

Our growth strategy, and the consolidation of our leadership in terms of markets served in Brazil, includes, among other objectives, increasing the number of markets we serve and increasing the frequency of the flights we provide. These objectives are dependent on obtaining approvals for operating new routes from local regulators and obtaining adequate access to the necessary airports. Certain airports that we serve or that we may want to serve in the future are subject to capacity constraints and impose landing rights and slot restrictions during certain periods of the day such as the Santos Dumont airport in Rio de Janeiro and the Juscelino Kubitschek airport in Brasília. We cannot assure you that we will be able to maintain our current landing rights and slots and obtain a sufficient number of landing rights and slots, gates, and other facilities at airports to expand our services as we propose. It is also possible that airports not currently subject to capacity constraints may become so in the future. In addition, an airline must use its slots on a regular and timely basis or risks having those slots reallocated to other airlines. Where landing rights and slots or other airport resources are not available or their availability is restricted in some way, we may have to modify our schedules, change routes or reduce aircraft utilization. Any factor preventing or delaying our access to airports or routes which are relevant to our growth strategy (including our ability to maintain our current landing rights and slots and obtain additional landing rights and slots at certain airports) may restrict the expansion or our operations and, consequently, adversely affect our growth strategy.

Some of the airports to which we fly impose various restrictions, including limits on aircraft noise levels, limits on the number of average daily departures and curfews on runway use. In addition, we cannot assure you

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that airports at which there are no such restrictions may not implement restrictions in the future or that, where such restrictions exist, they may not become more onerous. Such restrictions may limit our ability to continue to provide or to increase services at such airports, which may adversely affect us. Any factor preventing or delaying our access to airports or routes which are vital to our growth strategy (including our ability to maintain our current slots and obtain additional landing rights and slots at certain airports) may restrict the expansion of our operations and, consequently, adversely affect our growth strategy.

Our current business plan contemplates the addition of next-generation narrowbody and widebody aircraft to serve high-density routes and select international destinations. We cannot assure you that we will be able to successfully operate these new aircraft and maintain our historical operating performance.

Additionally, we are in the process of obtaining approvals of U.S. authorities and ANAC to start operating flights to the United States, which we expect will be granted by the end of November 2014. Any factor preventing or delaying these approvals may limit our expansion plans in connection with selected international routes and, consequently, adversely affect our growth strategy.

Our reputation, financial results and the market price of our preferred shares, including in the form of ADSs, could be harmed by events out of our control.

Accidents or incidents involving our aircraft could involve significant claims by injured passengers and others, as well as significant costs related to the repair or replacement of a damaged aircraft and its temporary or permanent loss from service. We are required by ANAC and lessors of our aircraft under our operating lease agreements to carry liability insurance. The amount of liability insurance we maintain may not be adequate and we may be forced to bear substantial losses in the event of an accident. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident involving our aircraft, even if fully insured, or the aircraft of any major airline could cause negative public perceptions about us or the air transport system, which would harm our reputation, financial results and the market price of our preferred shares, including in the form of ADSs.

We may also be affected by other events that affect travel behavior, such as the potential of epidemics or acts of terrorism. These events are out of our control and may affect us even if occurring in markets where we do not operate and/or in connection with other airlines. The outbreak of Ebola in September 2014 in West Africa and the recent Ebola incidents in the United States may lead to a significant decline in travel volumes and business activities and substantially affect the airline business throughout the world. In addition, in the past there have been concerns about outbreaks or potential outbreaks of other diseases, such as avian flu and Severe Acute Respiratory Syndrome, or SARS, which had an adverse impact on global air travel. Any outbreak of a disease that affects travel behavior could have a material adverse impact on us and the trading price of shares of companies in the worldwide airline industry, including our preferred shares, including in the form of ADSs. Outbreaks of disease could also result in quarantines of our personnel or an inability to access facilities or our aircraft, which would harm our reputation, financial results and the market price of our preferred shares, including in the form of ADSs.

Natural disasters, severe weather conditions and other events out of our control may affect and disrupt our operations. For example, in 2011, a volcanic eruption in Chile had a prolonged adverse effect on air travel, halting flights in, Argentina, Chile, Uruguay and the southern part of Brazil for several days. As a result, our operations to and from these regions were temporarily disrupted, including certain aircraft being grounded in the affected regions. In 2012, an incident with an aircraft from a cargo airline caused the closing of a runway at Campinas airport for 45 hours, which negatively impacted our operations and forced us re-accommodate our passengers to new flights. Severe weather conditions can cause flight cancellations or significant delays that may result in increased costs and reduced revenue. Any natural disaster or other event that affects air travel in the regions in which we operate could have a material adverse impact on our business and results of operations.

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Our insurance expenses may increase significantly as a result of a terrorist attack, harming our financial condition and results of operations.

Insurance companies may significantly increase insurance premiums for airlines and reduce the amount of insurance coverage available to airlines for civil liability in respect of damage resulting from acts of terrorism, war, or similar events, as was the case following the terrorist attacks of September 11, 2001 in the United States.

In response to substantial increases in insurance premiums to cover risks related to terrorist attacks following the events of September 11, 2001 in the United States, the Brazilian government enacted legislation, authorizing the Brazilian government to assume civil liability to third parties for any injury to goods or persons, whether or not passengers, caused by terrorist attacks or acts of war against Brazilian aircraft operated by Brazilian airlines in Brazil or abroad. In addition, according to the abovementioned legislation, the Brazilian government may, at its sole discretion, suspend this assumption of liability at any time, provided that it gives seven days’ notice of the suspension. If the Brazilian government suspends its assumption of liability, Brazilian airlines will be required to assume the liability once more and obtain insurance in the market.

Airline insurers may reduce their coverage or increase their premiums in case of new terrorist attacks, seizures, aircraft accident and the Brazilian government’s termination of its assumption of liability or other events affecting civil aviation in Brazil or abroad. If there are significant reductions in insurance coverage, our potential liability would increase substantially. If there are significant increases in insurance premiums, our operating expenses would increase, adversely affecting our results of operations.

In line with global industry practice, we leave some business risks uninsured, including business interruption, loss of profit or revenue and consequential business losses arising from mechanical breakdown. To the extent that uninsured risks materialize, we could be materially and adversely affected. In addition, there is no assurance that our coverage will cover all potential risks associated with our operations and activities. To the extent that actual losses incurred by us exceed the amount insured, we may have to bear substantial losses which will have an adverse impact on our operations and financial condition.

Technical and operational problems in the Brazilian civil aviation infrastructure, including air traffic control systems, airspace and airport infrastructure, may have a material adverse effect on our strategy and, consequently, our business and results of operations.

We are dependent on improvements in the coordination and development of Brazilian airspace control and airport infrastructure, which, mainly due to the large growth in civil aviation in Brazil in recent years, require substantial improvements and government investments. Technical and operational problems in the Brazilian air traffic control systems have led to extensive flight delays, higher than usual flight cancellations and increased airport congestion. The Brazilian government and air traffic control authorities have taken measures to improve the Brazilian air traffic control systems, but if the changes undertaken by the Brazilian government and regulatory authorities do not prove successful, these air traffic control related difficulties might recur or worsen, which may have a material adverse effect on our business, our results of operations and our growth strategy.

The Santos-Dumont airport in Rio de Janeiro, which is important for our operations, has certain landing rights restrictions. Several other Brazilian airports, for example Brasília, Campinas, Salvador, Belo Horizonte (Confins), São Paulo (Guarulhos) and Rio de Janeiro (Galeão), have limited the number of landing rights per day due to infrastructural limitations at these airports. Any condition that would prevent or delay our access to airports or routes that are vital to our strategy, or our inability to maintain our existing landing rights and slots, and obtain additional landing rights and slots, could materially adversely affect our operations. New operational and technical restrictions imposed by Brazilian authorities in the airports we operate or in those we expect to operate may also adversely affect our operations. In addition, we cannot assure that any investments will be made by the Brazilian government in the Brazilian aviation infrastructure to permit a capacity increase at busy airports and consequently additional concessions for new slots to airlines.

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Increases in labor benefits, union disputes, strikes, and other worker-related disturbances may adversely affect our operations and financial condition, or affect our ability to carry out our normal business operations.

Our business is labor intensive. Our expenses related to our workforce represented 16.9%, 18.8% and 20.4% of our total operating expenses in the years ended December 31, 2013, 2012 and 2011, respectively. In the nine months ended September 30, 2014 operating expenses related to labor represented 18.5% of our total operating expenses. All Brazilian airline employees, including ours, are represented by two labor unions: the National Pilots’ and Flight Attendants’ Union (Sindicato Nacional dos Aeronautas) and the National Aviation Union (Sindicato Nacional dos Aeroviários). Negotiations regarding cost of living increases and salary payments are conducted annually between the two unions and an association that represents all Brazilian airline companies, the National Union of Airline Companies (Sindicato Nacional das Empresas Aeroviárias), or SNEA. Work conditions and maximum work hours are regulated by government legislation and are not subject to labor negotiations. Further, as a result of the TRIP Acquisition, we were required to implement a new compensation scheme for all of our pilots and flight attendants to unify their pay scale and criteria. This new compensation scheme was approved by the National Pilots’ and Flight Attendants’ Union in January 2014 and, as a result, generated one-time settlement expenses of R$48.1 million. In addition, future terms and conditions of collective agreements could become more costly for us as a result of an increase in threats of strikes and negotiations between the unions and SNEA. Furthermore, our labor costs could increase if the size of our business increases. Any labor proceeding or other workers’ dispute involving unionized employees could adversely affect our operations and financial condition, or interfere with our ability to carry out our normal business operations.

Moreover, we are subject to periodic and regular investigations by labor authorities, including the Brazilian Ministry of Labor and the Public Prosecutor’s Office, with respect to our compliance with labor rules and regulations, including those relating to occupational health and safety. These investigations could result in fines and proceedings that may materially and adversely affect our business, results of operations and financial conditions.

The successful execution of our strategy is partly dependent on the maintenance of a high daily aircraft utilization rate, making us especially vulnerable to delays.

In order to successfully execute our strategy, we need to maintain a high daily aircraft utilization rate. Achieving high aircraft utilization allows us to maximize the amount of revenue that we generate from each aircraft and dilute expenses and is achieved, in part, by reducing turnaround times at airports and developing schedules that enable us to fly more hours on average per day. Our aircraft utilization rate could be adversely affected by a number of factors that we cannot control, including air traffic and airport congestion, interruptions in the service provided by air traffic controllers, adverse weather conditions and delays by third-party service providers in respect of matters such as fueling and ground handling. Such delays could result in a disruption in our operating performance, leading to customer dissatisfaction due to any resulting delays or missed connections.

Any expansion of our business activities will require us to incur additional costs and expenses and we ultimately may be unsuccessful in generating a profit from any such new activities.

We intend to expand our business activities through additional products and services if we believe this expansion will increase our profitability or our influence in the markets in which we operate. Recently, we have announced the acquisition of several long-haul Airbus aircraft as part of our commencement of international service to Florida and elsewhere as we seek to compete for a greater share of revenue from Brazilian nationals traveling abroad. See “Summary—Our Strategy—Continue to grow our network by adding new connections and destinations and increasing frequency in existing markets.” We are also monitoring developments in Brazil relating to the Brazilian government’s proposed incentive package to modernize and expand regional airports in Brazil in markets we currently serve. See “Regulation—Airport Infrastructure.” As we prepare for increased international and domestic service, we expect to acquire in the near term additional aircraft, including larger

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capacity aircraft than we currently operate, and to enter into commitments for additional aircraft based on our expectations of increased traffic given the significant time frames for ordering and taking delivery of these assets. All aircraft acquisitions are expected to be sourced from a competitive bid process and financed from local Brazilian government banks to the extent financing is available for local manufacturers as well as from international and domestic banks, export credit agencies and aircraft manufacturers on terms that we believe will be based on market practices, including practices that allow us to renegotiate deliveries as needed.

As the international and domestic markets develop and expand in Brazil, our expansion may include additional acquisitions of existing service related businesses, aircraft hangars and other assets that are complementary to our core business and responsive to our perceived need to compete with our competitors. There can be no assurances that our plans to expand our business will be successful given a number of factors, including the possible need for regulatory approvals, additional facilities or rights, personnel and insurance. These new activities may require us to incur material costs and expenses, including capital expenditures relating to aircraft and other purchases, increased personnel, training, advertising, maintenance and fuel costs, as well as costs related to management oversight of any new or expanded activities. We may also incur additional significant costs related to integration of these assets and activities into our existing businesses and require significant ancillary expenditures for systems integration and expansion, financial modeling and development of pricing, traffic monitoring and other management tools designed to help achieve profitability from these new assets and activities.

Any expansion of our activities, change in management oversight and related costs may affect our results and financial condition until we are able to generate a profit from these new activities. Given the current and expected competitive landscape in the airline industry in general and in particular in Brazil, that competitive pressures and downturn in the Brazilian economy that adversely affects business and consumer air traffic usage, it is possible that these and other market factors and conditions that there may be a significant period before we are able to generate profits relating to any such new or our existing activities and our overall business.

We are highly dependent on Campinas airport for a large portion of our business and as such, a material disruption at this airport could adversely affect us.

Our business is heavily dependent on our operations at the Campinas airport, in the state of São Paulo. Many of our routes operate through Campinas, which accounted for approximately 20% of our arrivals and departures as of September 30, 2014. Like other airlines, we are subject to delays caused by factors beyond our control and that could affect only Campinas airport or other airports in the region. Due to this capacity concentration, we may not be able to react as quickly or efficiently as our competitors to any delays, interruption or disruption in service or fuel at Campinas airport, which could have a material adverse impact on us. In 2012, an incident with an aircraft from a cargo airline caused the closing of a runway at Campinas airport for 45 hours, which negatively impacted our operations and forced us re-accommodate our passengers to new flights.

We may be unable to maintain our culture and to retain and/or hire skilled personnel as our business grows, such as pilots, which could have a material adverse impact on us.

We believe that our growth potential and the maintenance of our results and customer oriented company culture are directly linked to our capacity to attract and maintain the best professionals available in the Brazilian airline industry. We place great emphasis on the selection and training of crewmembers with potential to add value to our business and who we believe fit in with and contribute to our company culture. As we grow, we may be unable to identify, hire or retain enough people who meet the above criteria, or we may have trouble maintaining this company culture as we become a larger business. From time to time, the airline industry has experienced a shortage of skilled personnel, especially pilots. We compete against all other airlines, both inside and outside Brazil, for these highly-skilled personnel. We may have to increase wages and benefits to attract and retain qualified personnel or risk considerable employee turnover. Our culture is crucial to our business plan, and failure to maintain that culture could have a material adverse impact on us.

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Our maintenance costs will increase as our fleet ages and any material increase in maintenance costs could materially adversely affect us.

As of December 31, 2013 and as of September 30, 2014, the average age of our operating fleet was 3.6 years. Our relatively new aircraft require less maintenance now than they will in the future. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will be incurred at approximately the same intervals. We expect scheduled and unscheduled aircraft maintenance expenses to increase as a percentage of our revenue over the next several years. Any significant increase in maintenance and repair expenses would have a material adverse effect on us.

We rely on agreements with third parties to provide our customers and us with facilities and services that are integral to our business and the termination or non-performance of these agreements could harm our business and results of operations.

We have entered into agreements with third-party contractors to provide certain facilities and services required for our operations, such as aircraft maintenance, ground handling and baggage handling. All of these agreements are subject to termination on short notice. The loss or expiration of these agreements or our inability to renew these agreements or to negotiate new agreements with other providers at comparable term and conditions or at all could harm our business and results of operations. We also have a 10-year-term agreement with LiveTV LLC for the supply and maintenance of equipment, content and service of our in-seat entertainment, effective as of August 2010. Further, our reliance on third parties to provide essential services on our behalf gives us less control over the costs, efficiency, timeliness and quality of those services.

We depend on our senior management team and the loss of any member of this team, including our Chairman and key executives, could negatively affect our business.

Our business depends upon the efforts and skill of our senior management, including our Chairman, who has played an important role in shaping our company culture, as well as other key executives. Our future success depends on a significant extent on the continued service of our senior management team, who are critical to the development and the execution of our business strategies. Any member of our senior management team may leave us to establish or work in businesses that compete with ours. There is no guarantee that the compensation arrangements and non-competition agreements we have entered into with our senior management team are sufficiently broad or effective to prevent them from resigning in order to join or establish a competitor or that the non-competition agreements would be upheld in a court of law. In the event that our Chairman or a number of our senior management team leave our company, we may have difficulty finding suitable replacements, which could have a material adverse effect on our business and results of operations.

Our operations could be materially adversely affected due to planned or unplanned maintenance on our aircraft, as well as any inability to get spare parts on time.

Our business would be significantly harmed if a design defect or mechanical problem with E-Jets, ATRs or Airbus aircraft were to be discovered causing our aircraft to be grounded while any such defect or problem is being corrected, assuming it could be corrected at all. We may not succeed in obtaining all aircraft and parts on time, which may result in a suspension of the operations of certain of our aircraft because of unscheduled or unplanned maintenance.

Additionally, General Electric is the sole manufacturer and supplier of the CF34 engines on our Embraer E-Jets, Pratt & Whitney is the sole manufacturer and supplier of the PW 127M engines on our ATR 72 aircraft, and Rolls Royce is the sole manufacturer of the Trent 700 engines for our A330 aircraft. The prices for the products supplied shall be paid in U.S. dollars, therefore, are subject to fluctuations in exchange rates. We have also outsourced all engine maintenance for our Embraer E-Jet fleet to General Electric and the engine maintenance of our A330 fleet to Rolls Royce. If General Electric, Rolls Royce or Pratt & Whitney are unable to

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perform their contractual obligations or if we are unable to acquire engines from alternative suppliers on acceptable terms, we could lose the benefits we derive from our current agreements with General Electric, Pratt & Whitney and Rolls Royce and also incur substantial transition costs.

The use of our aircraft could be suspended or restricted by ANAC, which could negatively affect our business and operations.

The use of our aircraft could be suspended or restricted by ANAC in the event of any actual or perceived mechanical or design problems while ANAC conducts its own investigation. Any suspension of operations of any aircraft would reduce our revenue per passenger and could adversely affect our business and operations.

Our operating results could be materially adversely affected by volatility resulting from unfavorable public perception of our aircraft.

Our business would be significantly harmed if the public avoided flying our aircraft due to an adverse perception of Embraer, ATR or Airbus aircraft generally, due to safety concerns or other problems, whether real or perceived, or in the event of an accident involving any Embraer, ATR or Airbus aircraft.

We may be unsuccessful in expanding our fleet and may not be able to accommodate the increased passenger demand or to develop our growth strategies, which could adversely affect our financial condition and results of operations.

As of September 30, 2014, we had 22 firm orders to purchase 10 Embraer E-Jets and 12 ATR 72 aircraft to be delivered between 2014 and 2016 and have signed operating lease agreements for 10 widebody aircraft to be delivered between 2014 and 2018. We have recently announced the acquisition of up to 63 A320neos from Airbus to be delivered between 2016 and 2023. Any disruption or change in the manufacturers’ delivery schedules for these new aircraft may affect our operations and might negatively affect our financial condition and results of operations because we may not be able to accommodate increased passenger demand or develop our growth strategies. Our ability to obtain these new aircraft from Embraer, ATR and Airbus may be affected by several factors, including (i) Embraer, ATR or Airbus may refuse to, or be financially limited in its ability to, fulfill the obligations it assumed under the aircraft delivery contracts, (ii) the occurrence of a fire, strike or other event affecting Embraer’s, ATR’s or Airbus’s ability to fulfill its contractual obligations in a complete and timely fashion and (iii) any inability on our part to obtain aircraft financing or any refusal by Embraer, ATR or Airbus to provide financial support. Our operations may also be affected by any failure or inability of Embraer, ATR, Airbus (or other suppliers) to supply sufficient replacement parts in a timely fashion, which may cause the suspension of operations of certain aircraft because of unscheduled or unplanned maintenance. Any such suspension of operations would decrease passenger revenue and adversely affect us.

Inability to obtain lease or debt financing for additional aircraft would impair our growth strategy.

We typically finance our aircraft through operating and finance leases and debt-finance. We may not be able to continue to obtain operating or lease financing on terms attractive to us, or at all. To the extent we cannot obtain such financing on acceptable terms or at all, we may be required to modify our aircraft acquisition plans or to incur higher than anticipated financing costs, which would have an adverse impact on the execution of our growth strategy and financial condition.

The airline industry is subject to increasingly stringent environmental regulations and non-compliance therewith may adversely affect us.

The airline industry is subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, levels of noise, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous

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substances, oils and waste materials. As far as civil liabilities are concerned, Brazilian environmental laws adopt the strict and joint liability regime. In this regard we may be liable for violations by third parties hired to dispose of our waste. Moreover, pursuant to Brazilian environmental laws and regulations, the piercing of the corporate veil of a company may occur in order to ensure enough financial resources to the recovery of damages caused against the environment. Compliance with all environmental laws and regulations can be very costly. In addition, future regulatory developments in Brazil could adversely affect operations and increase operating costs in the Brazilian airline industry. Concerns about climate change and greenhouse gases may result in additional regulation or taxation of aircraft emissions in Brazil. Future operations and financial results may vary as a result of the adoption of such regulations in Brazil. Compliance with regulations that may be applicable to us in the future could increase our cost base and could have a material adverse effect on us.

We benefit from tax incentives on our purchases of jet fuel in Brazil. These tax incentives may be revoked at any time.

The price of the jet fuel that we purchase in certain Brazilian states is subsidized through tax incentives provided to us by those states. Governmental authorities may revoke, suspend or fail to renew these tax incentives at any time, including if we fail to comply with our obligations in the tax incentive agreements that we have executed with those states. In addition, in order to be valid, these tax incentives require approval from CONFAZ, the Brazilian National Council of Fiscal Policy, and may be canceled by the Brazilian Supreme Court if they have not been approved. The state tax incentives from which we benefit have not been approved by CONFAZ and could therefore be canceled at any time. If any of these tax incentives are canceled, revoked, suspended or not renewed, the prices that we pay for jet fuel would increase, which may lead to a significant increase in our costs and adversely affect our business and results of operations.

The agreements governing our debt contain covenants and restrictions that limit our ability to engage in change of control transactions, terminate our relationship with certain suppliers and incur certain levels of indebtedness.

Our financing agreements contain covenants and restrictions that restrict our and our subsidiaries’ ability to engage in change of control transactions and terminate concession agreements associated with such financing leases, whether through failure to renew or otherwise. In addition, certain of our financing instruments require us and our subsidiaries to meet financial covenants calculated as of December 31 of each year that, among other restrictions, limit our permissible ratios of debt to EBITDAR and debt to cash freely convertible into U.S. dollars. Our ability to comply with the covenants and restrictions contained in our financing agreements may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants and restrictions could result in declaration of an event of default and acceleration of the maturity of indebtedness, which would require us to pay all amounts outstanding.

As of September 30, 2014, we were not in compliance with certain financial covenants in our financing instruments requiring us, as a result of the TRIP Acquisition and our assumption of TRIP’s obligations, to maintain certain ratios, which, in some cases, required the posting of additional guarantees and, in other cases, would have caused the acceleration of the underlying debt had waivers not been received. For more information on the covenants and restrictions under our financing agreements see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financings.”

Risks Relating to the Global Offering and Our Preferred Shares, Including in the Form of ADSs

Our controlling shareholder has the ability to direct our business and affairs, and its interests may conflict with yours.

Our controlling shareholder has significant power with respect to our company, including the right to elect the majority of the members of our board of directors and to determine the result of substantially any decision that requires shareholders’ approval. This power includes decisions with respect to related parties transactions,

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corporate restructurings, dispositions, partnerships, sale of all or substantially all of our assets, withdrawal of our shares from the Level 2 segment of BM&FBOVESPA and the time for payment of any future dividends in accordance with Brazilian corporate law and our bylaws. Our controlling shareholder may choose to enter into acquisitions, dispositions, partnerships or enter into loans and financing or other similar transactions for us that could conflict with the interests of investors and that may negatively affect our results of operations. Upon completion of this global offering, assuming full exercise of the underwriters’ option to purchase additional shares, our controlling shareholder will own 67% of our voting capital and [—]% of our total capital. In particular, due to our capital structure, the capital contributions made by the holders of our common shares to date were considerably lower than those made by the holders of our preferred shares, which means that our controlling shareholder has the right to direct our business having considerably less economic exposure to any negative results of our activities than holders of our preferred shares. This difference in economic exposure may intensify conflicts of interests between our controlling shareholders and you.

Our controlling shareholder is entitled to receive significantly less dividends than holders of our preferred shares, which may cause his decisions on the distribution of dividends to conflict with your interests.

Holders of our common shares are entitled to receive an amount of dividends equivalent to 75 times less than the amount of dividends paid to holders of our preferred shares. The fact that our controlling shareholder receives a small portion of our dividends in each distribution in comparison to the amount of dividends to which holders of our preferred shares are entitled may influence his decisions on the distribution of dividends, which may differ from interests of the holders of our preferred shares. For more information on distribution of dividends and compensation of our management, see “Dividend Policy” and “Description of Capital Stock,” respectively.

New investors in our preferred shares, including in the form of ADSs, will experience immediate book value dilution after this offering and may experience further dilution in the future.

The initial public offering price of our preferred shares (including in the form of ADSs) is higher than the book value of such shares immediately after this global offering. In addition, this difference will increase further as a result of the exercise of stock options granted to our management.

On December 23, 2013, we issued Warrants in the Private Placement to the Private Placement Investors pursuant to which such Private Placement Investors may be entitled to receive, on the date of the pricing of this global offering, a number of preferred shares in the event the midpoint of the indicative price range of this global offering is higher than the actual price (see “Principal and Selling Shareholders—Private Placement”). Assuming an offering price of R$[—] per preferred share, which is the midpoint of the indicative price range in this global offering, we would not issue any preferred shares to the Private Placement Investors in connection with the Warrants. However, assuming an offering price of R$[—] per preferred share, which is the low-point of the indicative price range in this global offering, we would issue [—] preferred shares to the Private Placement Investors in connection with the Warrants.

We have established stock option and restricted stock plans for key personnel, including our officers, certain managers and other key crewmembers. Following the pricing of this global offering, all options that have vested will become exercisable, and any shares issued thereby will be subject to the lock-up restrictions discussed in the section of this prospectus entitled “Underwriters.” We estimate that [—] new preferred shares would be issued if all of our vested options are exercised by the holders thereof.

Any of the events above could result in substantial dilution in book value to new investors as the initial public offering price for our preferred shares (including in the form of ADSs) will be higher than the book value of such shares immediately after this global offering or in the future upon the exercise of our stock options. See “Dilution” and “Management—Stock Option and Restricted Stock Plans.” In addition, in the event that we need to obtain capital for our operations by issuing new shares in the future, any such issuance may be made at a value

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below the book value of our preferred shares on the relevant date. In that event, the holders of our ADSs and preferred shares at such time would suffer an immediate and significant dilution of their investment.

Our preferred shares, including in the form of ADSs, have not previously been traded on any stock exchange and, therefore, an active and liquid trading market for such securities may not develop, thereby potentially adversely affecting the price our preferred shares, including in the form of ADSs, after this global offering.

Before this global offering, none of our preferred shares, including in the form of ADSs, have ever been traded on any stock exchange. In connection with the global offering, we will apply to list ADSs representing our preferred shares on the NYSE and our preferred shares on BM&FBOVESPA. An active and liquid public trading market for our preferred shares, including in the form of ADSs, may not develop or, if developed, may not be sufficiently liquid. Active, liquid trading markets generally result in lower price volatility and more efficient purchases and sales of shares.

The investment in marketable securities traded in emerging countries, such as Brazil, usually represents higher levels of risk as compared to investments in securities issued in countries whose political and economic situations are more stable, and in general, such investments are considered speculative in nature. The Brazilian securities market is substantially smaller, less liquid, more volatile, and more concentrated than major international securities markets. BM&FBOVESPA listed companies had a market capitalization of R$2.4 trillion and a daily average trading volume of R$8.4 billion as of September 30, 2014. The top 10 stocks in terms of trading volume accounted for 54.7% and 41.3% of all shares traded on BM&FBOVESPA during the nine months ended September 30, 2014 and in 2013, respectively. These market characteristics may substantially limit the capacity of holders of our preferred shares to sell them at the price and time of their preference and this may have an adverse effect on the market price of our preferred shares.

The initial public offering price for our preferred shares, including in the form of ADSs, will be determined by negotiation between us, the international underwriters and the Brazilian underwriters based upon several factors, and the trading price of our preferred shares, including in the form of ADSs, after this global offering may decline below the initial public offering price. The market price of our preferred shares could vary significantly as a result of a number of factors, some of which are beyond our control. As a result, investors may experience a significant decrease in the market price of our preferred shares, including in the form of ADSs. If an active trading market does not develop or is not maintained, the liquidity and trading price of our preferred shares, including in the form of ADSs, could be seriously harmed.

Our preferred shares do not carry general voting rights.

Except under certain situations, our preferred shares, including in the form of ADSs, do not carry general voting rights. See “Description of Capital Stock—Voting Rights.” Our principal shareholders, who hold the majority of common shares with voting rights and control us, are therefore able to approve corporate measures without the approval of holders of our preferred shares, including in the form of ADSs. Accordingly, you will generally not have control over any matters, including the approval of corporate measures such as appointment of directors, approval of significant transactions or changes in our capital structure.

Our preferred shares will have limited voting rights even if dividends are not paid.

According to Brazilian corporate law and the regulations of the Level 2 segment of BM&FBOVESPA, preferred shares with limited or no voting rights and with rights to fixed or minimum priority dividends, gain voting rights if the company ceases to pay the fixed or minimum dividends to which such shares are entitled for three consecutive fiscal years. However, pursuant to our bylaws, the dividends attributed to our preferred shares are not fixed or minimum priority dividends. Accordingly, our preferred shares will not have the right to vote even if dividends are not paid. See “Description of Capital Stock—Voting Rights.”

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Holders of our preferred shares, including in the form of ADSs, may not receive any dividends or interest attributable to shareholders’ equity.

According to our bylaws, we must pay our common and preferred shareholders at least 0.1% of our annual adjusted net income as dividends or interest attributable to shareholders’ equity, as calculated and adjusted pursuant to Brazilian corporate law. Interim dividends and interest on our shareholders’ equity declared for each fiscal year may be attributed to our minimum obligatory dividend for the year in which it was declared. For more information, see “Dividend Policy.” This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed under Brazilian corporate law, and may not be made available for payment as dividends or interest attributable to shareholders’ equity.

Additionally, Brazilian corporate law allows a company like ours to suspend the mandatory distribution of dividends in any particular fiscal year if our board of directors informs our shareholders that such distribution would be inadvisable in view of our financial condition. If these events were to occur, the holders of our preferred shares, including in the form of ADSs may not receive dividends or interest attributable to shareholders’ equity.

The sale of a significant number of our preferred shares, including in the form of ADSs, after the offering may negatively affect the trading price of our preferred shares, including in the form of ADSs.

We, the Selling Shareholders, all of our directors and officers and holders of at least 1.0% of our common shares and/or at least 1.0% of our economic interest have agreed not, within 180 days following the pricing of this global offering, subject to certain exceptions, to issue, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC or the CVM a registration statement relating to, any common and/or preferred shares, ADSs or securities convertible into or exchangeable or exercisable for preferred shares (including our common shares) or ADSs, or publicly disclose any intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Morgan Stanley & Co. LLC.

In addition, pursuant to the regulations of the Level 2 segment of BM&FBOVESPA, our controlling shareholders, our directors and executive officers may not sell and/or offer for sale any common and/or preferred shares of our company or derivatives linked to our common and/or preferred shares, which we or they hold immediately after the offering, for a period of 180 days after the publication in Brazil of the announcement of the commencement of this global offering. Following this initial six-month period, our controlling shareholders, directors and executive officers may not sell and/or offer for sale, for an additional six-month period, more than 40% of our common and/or preferred shares of our company (or derivatives linked to such shares) immediately after this global offering.

We or our principal shareholders may sell additional preferred shares, including in the form of ADSs, at any time following the termination of these lock-up restrictions. In addition, under a registration rights agreement, as amended and restated, or the Registration Rights Agreement, that we entered into on December 23, 2013 with our then principal shareholders, they have the right to require us to register additional preferred shares held by them with the SEC for future sale at any time commencing six months following this global offering. For further details of the registration rights agreement, see “Principal and Selling Shareholders—Registration Rights Agreement.”

A sale of a significant number of our preferred shares, including in the form of ADSs, or market perception of an intention to sell a significant number of our preferred shares, including in the form of ADSs, may negatively affect the trading price of our preferred shares, including in the form of ADSs.

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The participation of our controlling shareholder, members of our board of directors, our officers, the Brazilian underwriters, the international underwriters and any other person related to the offering and their respective relatives, in this global offering may adversely affect the liquidity of our preferred shares, including in the form of ADSs, and the determination of the offering price.

The offering price will be determined after a bookbuilding process, which may include purchase commitments by institutional investors that are our controlling shareholder, members of our board of directors, our board of executive officers, the Brazilian underwriters, the international underwriters and any other person related to the offering and their respective relatives. The participation of these persons in the offering may have an adverse effect on the liquidity of our preferred shares, including in the form of ADSs, and determination of the offering price per ADS/preferred share. CVM Instruction No. 400 dated December 29, 2003 limits the participation in the bookbuilding process of institutional investors that are considered related persons. However, in the event that demand for our preferred shares, including in the form of ADSs, offered in the global offering is less than the number of securities offered plus one-third of this amount, institutional investors that are considered related persons may purchase up to 15% of the total preferred shares, including in the form of ADSs, offered in the global offering.

Additionally, affiliates of the Brazilian underwriters may purchase preferred shares, including in the form of ADSs, for hedging purposes using derivate instruments for the account of and on behalf of their clients.

These transactions may influence the demand for our preferred shares, including in the form of ADSs, and the offering price.

Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a disposition of our preferred shares, including in the form of ADSs.

Law No. 10,833 of December 29, 2003 provides that the disposition of assets located in Brazil by a nonresident to either a resident or a nonresident of Brazil is subject to taxation in Brazil, regardless of whether the disposition occurs outside or within Brazil. This provision results in the imposition of income tax on the gains arising from a disposition of our preferred shares by a nonresident of Brazil to either a resident or a nonresident of Brazil. However, since currently there is no judicial guidance determining whether ADSs should be considered assets located in Brazil, we are unable to predict whether Brazilian courts may decide that income tax under Law No. 10,833 applies to gains assessed on dispositions of our ADSs. In the event that the disposition of assets is interpreted to include the disposition of our ADSs, this tax law would result in the imposition of withholding taxes on the sale of our ADSs by a nonresident of Brazil to either a resident or a nonresident of Brazil. Because any gain or loss recognized by a U.S. Holder (as defined in “Taxation—Material U.S. Federal Income Tax Consequences”) on the disposition of preferred shares or ADSs generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes, the U.S. Holder may not be able to benefit from a foreign tax credit for Brazilian income tax imposed on the disposition of preferred shares or ADSs unless the U.S. Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. See “Taxation—Material U.S. Federal Income Tax Consequences—Sale or Other Taxable Disposition of Preferred Shares, Including in the Form of ADSs.”

The Brazilian government may impose exchange controls and significant restrictions on remittances of reais abroad, which would adversely affect your ability to convert and remit dividends or other distributions or the proceeds from the sale of our preferred shares, and our capacity to make dividend payments or other distributions to non-Brazilian investors and would reduce the market price of our preferred shares, including in the form of ADSs.

In case of serious imbalances, the Brazilian government may restrict the remittance abroad of proceeds of investments in Brazil and the conversion of the real into foreign currencies. The Brazilian government last imposed such remittance restrictions for a brief period in 1989 and early 1990. We cannot assure you that the Brazilian government will not take similar measures in the future. The return of any such restrictions would

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hinder or prevent your ability to convert dividends or other distributions or the proceeds from any sale of our preferred shares into U.S. dollars and to remit U.S. dollars abroad, and our capacity to make dividend payments or other distributions to non-Brazilian investors. The imposition of any such restrictions would have a material adverse effect on the stock market price of our preferred shares, including in the form of ADSs.

If you surrender your ADSs and withdraw preferred shares, you risk losing the ability to remit foreign currency abroad and certain Brazilian tax advantages.

As an ADS holder, you benefit from the electronic certificate of foreign capital registration obtained by the custodian for our preferred shares underlying the ADSs in Brazil, permitting the custodian to convert dividends and other distributions with respect to the preferred shares into non-Brazilian currency and remit the proceeds abroad. If you surrender your ADSs and withdraw preferred shares, you will be entitled to continue to rely on the custodian’s electronic certificate of foreign capital registration for only five business days from the date of withdrawal. Thereafter, upon the disposition of distributions relating to the preferred shares, unless you obtain your own electronic certificate of foreign capital registration, or you qualify under Brazilian foreign investment regulations that entitle some foreign investors to buy and sell shares on Brazilian stock exchanges without obtaining separate electronic certificates of foreign capital registration, you would not be able to remit abroad non-Brazilian currency. In addition, if you do not qualify under the foreign investment regulations, you will generally be subject to less favorable tax treatment of dividends and distributions on, and the proceeds from any sale of, our preferred shares.

If you attempt to obtain your own electronic certificate of foreign capital registration, you may incur expenses or suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to our preferred shares or the return of your capital in a timely manner. The depositary’s electronic certificate of foreign capital registration may also be adversely affected by future legislative changes.

If we do not maintain a registration statement and no exemption from the Securities Act, is available, U.S. Holders of ADSs will be unable to exercise preemptive rights with respect to our preferred shares.

We may, from time to time, offer preferred shares or preemptive rights to acquire additional preferred shares to preferred shareholders, including as a result of the Brazilian Corporate Law. We will not be able to offer such shares or rights to holders of ADSs unless a registration statement under the Securities Act is effective with respect to such preferred shares and preemptive rights, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file such registration statement, and we cannot assure you that we will file a registration statement. If a registration statement is not filed and an exemption from registration does not exist, Deutsche Bank Trust Company Americas, as depositary, will attempt to sell such preemptive rights or preferred shares, as the case may be, and you will be entitled to receive the proceeds of the sale. However, if the depositary is unable to sell these preemptive rights or preferred shares, U.S. holders of ADSs will not receive any value in connection with such distribution.

We will be required to assess our internal control over financial reporting on an annual basis and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies and ultimately have an adverse effect on the market price of our preferred shares, including in the form of ADSs.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 20-F for the year ending December 31, 2014, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable

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assessment of our internal control over financial reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members or executive officers.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002, as amended, and related rules implemented by the SEC. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our preferred shares, fines, sanctions and other regulatory action and potentially civil litigation.

Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Brazilian practices concerning corporate governance and intend to continue to do so.

We intend to rely on certain exemptions as a foreign private issuer listed on the NYSE. For example, a majority of our board of directors will not be independent, and we do not plan to hold at least one executive session of solely independent members of our board of directors each year. Also, pursuant to Brazilian corporate law and Instruction No. 308, dated May 14, 1999, as amended, issued by CVM, our audit committee, unlike the audit committee of a U.S. issuer, will not be composed of directors only, will only have an “advisory” role and may only make recommendations for adoption by our board of directors, which will be responsible for the ultimate vote and final decision.

In addition, we do not intend to have a nominating committee as required for U.S. issuers under the NYSE rules and although we have a compensation committee and a corporate governance committee, we are not required to comply with the NYSE standards applicable to compensation or corporate governance committees of listed companies.

Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

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THE TRIP ACQUISITION

Acquisition

In 2012 we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations. We announced the acquisition in May 2012 and have consolidated TRIP’s results of operations into our financial statements since November 30, 2012, after receiving approval for the acquisition from ANAC, the Brazilian civil aviation authority. CADE, the Brazilian antitrust authority, approved the acquisition in March 2013. No other approvals are required in connection with the TRIP Acquisition.

The fleet similarity between the two airlines allowed us to integrate all of our activities by June 2014. Through this acquisition, we gained strategic landing rights at Guarulhos airport in São Paulo and Santos Dumont airport in Rio de Janeiro, complementing our hub at Campinas.

TRIP’s Business

TRIP was founded in 1998 by the Caprioli Group, and in 2006 the Águia Branca Group, controlled by the Chieppe family, acquired 50% of TRIP’s share capital. In 2007 TRIP acquired the assets of TOTAL Linhas Aéreas S.A., which allowed TRIP to expand its network and enter several markets in the central region of Brazil, where TOTAL’s operations were concentrated. Skywest Inc. acquired a 20% stake in TRIP in 2008 but sold these shares in May 2012, shortly before we announced the acquisition. TRIP focused on point-to-point routes with a strong concentration in the northern and central regions of Brazil. At the time we acquired TRIP, it was the largest regional airline in South America in terms of cities served and was the sole airline on 57% of its routes.

Integration and Synergies

As a result of the similarity of the TRIP and Azul networks, we were able to achieve what we believe to be more efficient flight schedules and start flying on a codeshare basis in October 2012. As of December 2012, we started selling our flights using the same platform, automatically redirecting all customers from TRIP’s website to Azul’s website. We have fully integrated all administration and back-office personnel, unified check-in spaces and signage at airports and standardized our on-board services.

Since September 2014, following the full transfer of TRIP’s aircraft, among other assets and liabilities, to Azul Linhas, Azul Linhas is our only operating subsidiary.

We incurred R$33.9 million and R$10.5 million in non-recurring expenses in connection with the TRIP Acquisition and integration for the years ended December 31, 2012 and 2013, respectively, principally for financial advisory, legal and accounting fees and expenses, reorganization and restructuring costs, severance and employee benefit-related expenses, and the integration of numerous processes, policies, procedures, operations, technologies and systems. We also incurred R$48.1 million one-time settlement expenses during the nine months ended September 30, 2014, related to the settlement of labor proceedings with pilots and flight attendants regarding employee benefits in connection with the payroll standardization of TRIP and Azul crewmembers and R$6.8 million related to other integration expenses including inventory write-offs, contract termination fines, and legal and consultancy fees related to the transfer of TRIP aircraft to us. We do not expect to incur additional expenses in connection with the integration of Azul and TRIP going forward.

The antitrust approval for the acquisition from CADE was conditioned on our terminating a codeshare agreement between TRIP and TAM by 2014 and our maintaining operational performance of at least 85% of Azul/TRIP scheduled takeoffs and landings at Santos Dumont airport in Rio de Janeiro. On March 28, 2013, we terminated the TAM codeshare agreement and do not anticipate any difficulty in maintaining CADE’s operational performance requirement.

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TRIP Indemnification Adjustment Mechanism

The TRIP Investment Agreement set forth the TRIP Indemnification Adjustment to account for any contingencies, damages, losses or expenses incurred by us or by TRIP’s Former Shareholders as a result of (i) any disputes, (ii) any violation of laws or agreements, or (iii) performance fees and/or any other commissions that had not been disclosed in the exhibits to the TRIP Investment Agreement, except for expenses and commissions relating to the completion of the TRIP Acquisition. The purpose of the TRIP Indemnification Adjustment was to adjust the relative share of the TRIP Acquisition Adjustment Shareholders’ equity interests in our company, taking into account those losses or expenses. The amount to be indemnified under the TRIP Investment Agreement referred to the losses or expenses that TRIP’s Former Shareholders incurred, net of the losses or expenses that we incurred, or vice versa, depending on whose losses and expenses were of a greater amount. The TRIP Investment Agreement also set forth that once the net amount of indemnification due was determined, the party being indemnified had the right to a warrant issued by us that would allow them to subscribe for a certain number of our preferred shares within four days. With the issuance of these preferred shares, the indemnified party’s equity interest would increase increased relatively to all other shareholders’ interests, and consequently the other shareholders’ interests, would be diluted.

On October 22, 2014, we and TRIP’s Former Shareholders reached an agreement and determined that an indemnification in the total amount of R$40 million was due by TRIP’s Former Shareholders to us under the TRIP Investment Agreement. As a result, we issued 3,008,801 Class A preferred shares to the Azul Original Shareholders. The number of Class A preferred shares issued under the warrant was calculated by taking into account the losses incurred by us.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes estimates and forward-looking statements principally under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our preferred shares, including in the form of ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us.

These statements appear throughout this prospectus and include statements regarding our intent, belief or current expectations in connection with:

• synergies gains and losses resulting from the TRIP Acquisition, including expected cost savings from any operating efficiencies and expected gains resulting from increased network connectivity, as well as expected liabilities in connection with the business combination;

• changes in market prices, customer demand and preferences and competitive conditions;

• our ability to keep costs low;

• general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries we may serve in the future;

• existing and future governmental regulations;

• increases in maintenance costs, fuel costs and insurance premiums;

• our limited operating history;

• our ability to maintain landing rights in the airports that we operate;

• air travel substitutes;

• labor disputes, employee strikes and other labor-related disruptions, including in connection with negotiations with unions;

• our ability to attract and retain qualified personnel;

• our aircraft utilization rate;

• defects or mechanical problems with our aircraft;

• our ability to successfully implement our growth strategy, including our expected fleet growth, our capital expenditure plans and our ability to enter new airports (including certain international airports) that match our operating criteria;

• management’s expectations and estimates concerning our future financial performance and financing plans and programs;

• our level of debt and other fixed obligations;

• our reliance on third parties, including changes in the availability or increased cost of air transport infrastructure and airport facilities;

• inflation, appreciation, depreciation and devaluation of the real;

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• our aircraft and engine suppliers; and

• other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed as set forth under “Risk Factors.”

The words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Neither we nor the Selling Shareholders undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of preferred shares, including in the form of ADSs, in this global offering will be approximately R$[—] million, after deducting commissions and estimated expenses payable by us, and assuming an initial public offering of R$[—] per preferred share (and US$ [—] per ADS, based on an exchange rate of R$[—] to US$1.00 as of [—], 2014), which is the midpoint of the range set forth on the cover of this prospectus.

We are undertaking this global offering in order to access the public capital markets with the main objective of financing our future expansion plans. We intend to use the net proceeds from this global offering for the following purposes:

• [—] million to invest in E-Jets and ATRs to grow our fleet;

• [—] million to fund the capital expenditures needed to increase the number of destinations in our network;

• [—] million to repay (i) the outstanding amount of US$39.9 million under a credit agreement with Citibank (this indebtedness carries interest at a rate of 2.25% per year and is due to be repaid in full on March 31, 2016); (ii) the outstanding amount of US$22.4 million under a credit agreement with Banco Safra (this indebtedness accrues interest at a rate of 4.05% per year and is due to be repaid in full on April 1, 2015); and (iii) the outstanding amount of R$103.2 million under the promissory notes described under “Management’s discussion and Analysis of Financial Condition and Results of Operations—Loans and financings” (these notes accrue interest at a rate of 118% of the CDI and are due to be repaid in full on December 27, 2014). The proceeds of this indebtedness were used to finance our working capital requirements.

• [—] million for general corporate purposes.

For additional information regarding our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financings” and “—Off Balance Sheet Arrangements.”

We will not receive any proceeds from the sale of preferred shares, including in the form of ADSs, by the Selling Shareholders. We will receive a nominal amount in connection with the issuance of new preferred shares to the Private Placement Investors as a result of the exercise of Warrants. These Warrants will be exercisable only if the final offering price is lower than the midpoint of the indicative price range in this global offering.

The total amount of estimated proceeds from this offering excludes any proceeds resulting from the exercise of stock options that will be vested and exercisable following completion of this offering. See “Management—Stock Option and Restricted Stock Plans”.

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EXCHANGE RATES

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

Since 1999, the Central Bank has allowed the U.S. dollar-real exchange rate to float freely. Since then, the U.S. dollar-real exchange rate has fluctuated considerably.

In the past, the Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to permit the real to float freely or will intervene in the exchange rate market through the return of a currency band system or otherwise. See “Risk Factors—Risks Relating to Brazil—The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, together with Brazil’s political and economic conditions, could adversely affect our business, financial condition, results of operations, cash flows and prospects as well as the trading price of our preferred shares, including in the form of ADSs.”

The real may depreciate or appreciate against the U.S. dollar substantially. See “Risk Factors—Risks Relating to Brazil—Exchange rate instability may have adverse effects on the Brazilian economy, our business, financial condition and results of operations.”

Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian government in the future. See “Risk Factors—Risks Relating to our preferred shares, including in the form of ADSs—The Brazilian government may impose exchange controls and significant restrictions on remittances of reais abroad, which would adversely affect your ability to convert and remit dividends or other distributions or the proceeds from the sale of our preferred shares and our capacity to make dividend payments or other distributions to non-Brazilian investors and would reduce the market price of our preferred shares, including in the form of ADSs.”

The following table shows the period end, average, high and low Foreign Exchange Market selling rates published by the Central Bank on its electronic information system (Sistema de Informações do Banco Central—SISBACEN), under transaction code PTAX 800 (Consultas de Câmbio), or Exchange Rate Enquiry, Option 5, Venda (Cotações para Contabilidade), or Rates for Accounting Purposes, expressed in reais per U.S. dollar for the periods and dates indicated.

	Closing Selling Rates of R$ per US$1.00
Year Ended December 31,	Low		High		Average(1)		Period End
2009		1.70		2.42		1.99		1.74
2010		1.66		1.88		1.76		1.67
2011		1.53		1.90		1.67		1.88
2012		1.70		2.11		1.95		2.04
2013		1.95		2.45		2.16		2.34
Month Ended	Low		High		Average(2)		Period End
May 2014		2.21		2.24		2.22		2.24
June 2014		2.20		2.28		2.24		2.20
July 2014		2.21		2.27		2.22		2.27
August 2014		2.24		2.30		2.27		2.24
September 2014		2.23		2.45		2.33		2.45
October 2014		2.39		2.53		2.45		2.44
November 2014 (through November 25, 2014)		2.48		2.61		2.55		2.52

(1) Represents the average of exchange rates on each day of each month during the periods indicated.

(2) Represents the average of the daily exchange rates during each day of the respective month indicated.

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CAPITALIZATION

The table below presents our consolidated capitalization as of September 30, 2014 on a historical basis and as adjusted to reflect the following:

(i) the issuance by us of [—] new Class A preferred shares to the Private Placement Investors on [—], 2014 as a result of the conversion of [—] Class B preferred shares and the simultaneous renaming of the Class A preferred shares to “preferred shares”;

(ii) the issuance by us of 3,008,081 new preferred shares in respect of the TRIP Indemnification Adjustment;

(iii) the receipt by us of approximately R$[—] million in net proceeds from this global offering, after deducting commissions and estimated expenses payable by us (based on offering price of R$[—] per preferred share, the midpoint of the indicative price range in this global offering) ; and

(iv) the repayment by us of total debt of R$[—] million as described in “Use of Proceeds.”

The information presented below in the column marked “Actual” is derived from our unaudited interim condensed financial statements as of September 30, 2014, prepared in accordance with IAS 34 as issued by IASB included elsewhere in this prospectus. This table should be read in conjunction with, and is qualified in its entirety by reference to, “Selected Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financings”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Off Balance Sheet Arrangements,” and our audited annual consolidated financial statements and the related notes included elsewhere in this prospectus.

	As of September 30, 2014
	Actual (US$)(1)			Actual (R$)			Adjusted (R$)		Adjusted (US$)(1)
	(in thousands)
Current loans and financing		209,129			512,575			[—]		[—]
Noncurrent loans and financing		1,166,245			2,858,467			[—]		[—]
Current derivative financial instruments		4,353			10,670
Noncurrent derivative financial instruments		34,226			83,889
Equity:
Issued capital		193,378			473,969			[—]		[—]
Capital reserve		211,488			518,356			[—]		[—]
Accumulated other comprehensive income (loss)		(14,818	)		(36,320	)		[—]		[—]
Accumulated losses		(220,605	)		(540,704	)		[—]		[—]
Total equity		169,441			415,301			[—]		[—]
Total capitalization(2)		1,583,395			3,880,902			[—]		[—]

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Total capitalization corresponds to the sum of current and noncurrent loans and financing, current and noncurrent derivative financial instruments and total equity.

We have issued Warrants to the Private Placement Investors that entitle them to receive additional preferred shares if the offering price is lower than the mid-point of the indicative price range in this global offering, see

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“Principal and Selling Shareholders—Private Placement”. Assuming an offering price of R$[—] per preferred share, which is below the midpoint of the indicative price range in this global offering and is the amount used as a basis for our capitalization calculations in the table above, we would not be required to issue any additional preferred shares as a result of the exercise of Warrants. Assuming an offering price equal to R$[—], which is the low point of the indicative price range in this global offering, we would be required to issue [—] preferred shares as a result of the exercise of Warrants. The table above has not been adjusted to reflect the potential issuance of Warrants.

The calculations above assume that no stock options will be exercised by the holders thereof.

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DILUTION

As of September 30, 2014, our total equity was R$415.3 million. Our book value per common share at that date was R$0.06 based on 464,482,529 common shares outstanding, our book value per Class A preferred share was R$4.44 based on 87.233.986 Class A preferred shares, and our book value per Class B preferred share was R$0.06 based on 2,400,388 Class B preferred shares outstanding. Shareholders’ equity represents our total assets net of our total liabilities. Book value per preferred share and common share represents total equity divided by the total number of shares of such class issued and outstanding.

On [—], 2014, we issued [—] new Class A preferred shares to Private Placement Investors as a result of the conversion of 2,400,388 Class B preferred shares, which were simultaneously renamed “preferred shares”. While our shareholders’ equity was not affected by this conversion, our book value per preferred share decreased to R$[—] per preferred share.

On October 22, 2014, the indemnified party under the TRIP Indemnification Adjustment exercised its warrant issued by us that allowed it to subscribe to a total of 3,008,801 of our preferred shares. Upon the issuance of these preferred shares, the indemnified party’s equity interest increased by [—] relatively to all other shareholders’ interests.

For purposes of comparison and in order to discount the differences in economic interest between our different classes of shares, the dilution calculations below assume that all our common shares and Class B preferred shares have theoretically been converted into Class A preferred shares at a ratio of 75.0 common shares/Class B preferred shares to 1.0 Class A preferred share, resulting in [—] additional Class A preferred shares. However, under Brazilian corporate law the total amount of preferred shares outstanding may never exceed 50% of our total outstanding shares, as discussed under “Description of Capital Stock.” After effecting these calculations, our pro forma book value per preferred share as of September 30, 2014 would have been R$[—].

Assuming that:

(i) we issue [—] new preferred shares in this global offering at a price of R$[—] per preferred share (the midpoint of the indicative price range in this global offering), after deducting commissions and estimated expenses of the offering payable by us; and

(ii) we issue [—] new preferred shares to our management as a result of the exercise of all stock options that will be vested and exercisable immediately following this global offering

then our pro forma total equity as of September 30, 2014 would have been R$[—] million, resulting in a pro forma book value per preferred share of R$[—].

The issuance of new shares as described above would therefore result in an immediate dilution in our book value of R$[—] per share to purchasers in this global offering, compared to our pro forma book value per preferred share.

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The following table illustrates this dilution:

	R$ (except for %)
Offering price per preferred share		[	—]
Pro forma book value per preferred share as of September 30, 2014, (i) assuming the conversion of [—] common shares into [—] Class A preferred shares at a conversion ratio of 75.0 common shares to 1.0 Class A preferred share, (ii) reflecting the conversion of [—] Class B preferred shares into [—] Class A preferred shares and that all of our Class A preferred shares are renamed “preferred shares” and (iii) reflecting the issuance of 3,008,801 Class A preferred shares in connection with the TRIP Indemnification Adjustment		[	—]
Pro forma book value per preferred share as of September 30, 2014 giving effect to the event above and the issuance of [—] new preferred shares in this global offering		[	—]
Pro forma book value per preferred share as of September 30, 2014 giving effect to the events above and [—] the issuance of new preferred shares in respect of options		[	—]
Increase in pro forma book value per preferred share attributable to the above matters		[	—]
Dilution in pro forma book value per preferred share to new investors in this global offering attributable to the above matters		[	—]
Percentage of dilution per share to new investors(1)		[	—]%

(1) The percentage of dilution in pro forma book value per share to new investors is calculated by dividing the dilution in pro forma book value per share to the new investors by the price per share.

The actual offering price per preferred share is not related to our book value, but was established on the basis of the bookbuilding process.

An increase of R$1.00 in the offering price per preferred share of R$[—] (which is the midpoint of the indicative initial offering price range per share included on the cover page of this prospectus) would, upon completion of this global offering, increase:

(i) our equity by R$[—] million;

(ii) our pro forma equity per preferred share by R$[—]; and

(iii) the dilution in pro forma book value per preferred share to new investors in this global offering by R$[—], in each case after giving effect to the issuances and related assumptions described above.

A decrease of R$1.00 in the offering price per preferred share of R$[—] (which is the midpoint of the indicative price range per share included on the cover page of this prospectus) would decrease the items described above by the same amounts but would trigger the exercise of the Warrants. As a result, (i) our total equity would be reduced by R$[—] million; (ii) our pro forma total equity per preferred share would be reduced by R$[—]; and (iii) the dilution in pro forma book value per preferred share to new investors in this global offering would be reduced by R$[—], in each case after giving effect to the issuances and related assumptions described above.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables summarize our financial data for each of the periods indicated. You should read this information in conjunction with:

• our audited consolidated financial statements as of and for each of the years ended December 31, 2013, 2012 and 2011 and the related notes;

• our unaudited interim condensed financial statements as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 and the related notes;

• TRIP’s audited financial statements as of November 30, 2012, December 31, 2011, December 31, 2010 and January 1, 2010, and for the period from January 1, 2012 through November 30, 2012 and for each of the years ended December 31, 2011 and 2010, and the related notes; and

• the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

all included elsewhere in this prospectus.

Our selected financial data included below is derived from our audited consolidated financial statements, which were prepared in accordance with IFRS. Our selected financial data as of and for the years ended December 31, 2013, 2012 and 2011 is derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial data as of and for the years ended December 31, 2010 and 2009 has been derived from our audited consolidated financial statements in accordance with Brazilian and International Standards on Auditing, not included in this prospectus. TRIP’s results from operations have been consolidated into our financial statements since November 30, 2012.

Our financial data included below as of and for the nine months ended September 30, 2014 and 2013 has been derived from our unaudited interim condensed financial statements, which were prepared in accordance with IAS 34 as issued by IASB and are included elsewhere in this prospectus and which include, in the opinion of management, all adjustments considered necessary to present fairly our results of operations and financial position for the periods and dates presented. The results of operations for such interim period are not necessarily indicative of the results for the full year or any other interim period.

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Statements of Operations Data

	For the Years Ended December 31,
	2013			2013			2012			2011			2010			2009
	(US$)(1)			(R$)			(R$)			(R$)			(R$)			(R$)
	(in thousands, except amounts per share and %)
Operating revenue
Passenger revenue		1,904,342			4,667,542			2,454,651			1,558,256			786,721			352,208
Other revenue		231,176			566,613			262,704			162,971			84,409			24,646
Total revenue		2,135,518			5,234,155			2,717,355			1,721,227			871,130			376,854
Operating expenses
Aircraft fuel		(725,949	)		(1,779,300	)		(1,073,261	)		(684,442	)		(341,006	)		(165,647	)
Salaries, wages and benefits		(327,756	)		(803,331	)		(510,435	)		(345,511	)		(189,997	)		(118,897	)
Aircraft and other rent		(217,257	)		(532,498	)		(229,393	)		(109,069	)		(68,733	)		(26,736	)
Landing fees		(116,568	)		(285,709	)		(156,468	)		(78,016	)		(38,651	)		(19,715	)
Traffic and customer servicing		(84,235	)		(206,459	)		(130,076	)		(96,054	)		(54,289	)		(45,821	)
Sales and marketing		(84,765	)		(207,759	)		(131,708	)		(93,498	)		(54,004	)		(39,901	)
Maintenance, materials and repairs		(135,343	)		(331,725	)		(126,817	)		(60,915	)		(33,228	)		(15,991	)
Depreciation and amortization		(81,627	)		(200,067	)		(106,013	)		(87,541	)		(51,258	)		(32,255	)
Other operating expenses		(170,977	)		(419,065	)		(244,543	)		(141,085	)		(90,807	)		(54,733	)
		(1,944,477	)		(4,765,913	)		(2,708,714	)		(1,696,131	)		(921,973	)		(519,696	)
Operating income (loss)		191,041			468,242			8,641			25,096			(50,843	)		(142,842	)
Financial result
Financial income		25,170			61,692			9,715			13,360			6,475			15,066
Financial expenses		(129,115	)		(316,462	)		(162,675	)		(114,373	)		(55,691	)		(30,005	)
Derivative financial instruments, net		(4,907	)		(12,027	)		10,009			3,402			(2,867	)		—
Foreign currency exchange, net		(42,947	)		(105,262	)		(37,659	)		(32,936	)		5,359			57,390
Net income (loss) before income tax and social contribution		39,242			96,183			(171,969	)		(105,451	)		(97,567	)		(100,391	)
Income tax and social contribution		(33,226	)		(81,437	)		—			—			—			—
Deferred income tax and social contribution		2,434			5,965			1,127			—			—			—
Net Income (loss) for the year		8,450			20,711			(170,842	)		(105,451	)		(97,567	)		(100,391	)
Basic and diluted income (loss) for the year per common share R$/US$(2)		0.00			0.01			(0.03	)		(0.02	)		(0.02	)		(0.02	)
Basic and diluted income (loss) for the year per preferred share R$/US$(3)		0.09	(3)		0.23	(3)		(2.53	)		(1.61	)		(1.49	)		(1.54	)
Other financial data (unaudited):
EBITDA(4)		224,814			551,020			87,004			83,103			2,907			(53,197	)
Adjusted EBITDA(5)		277,625			680,458			152,390			117,141			2,664			(107,471	)
Adjusted EBITDAR(6)		494,882			1,212,956			381,783			226,210			71,397			(80,735	)
Adjusted EBITDAR Margin (%)(7)		23.2	%		23.2	%		14.0	%		13.1	%		8.2	%		(21.4	)%

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations

61

should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Reflects the conversion ratio of 75.0 common shares to 1.0 preferred share.

(3) Preferred shares represent Class A preferred shares.

(4) We calculate EBITDA as net income plus net financial income (expense), current and deferred income tax and social contribution and depreciation and amortization. We believe EBITDA is a well recognized performance measurement in the airline industry that is frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate EBITDA differently than us. EBITDA serves an indicator of overall financial performance, which is not affected by changes in rates of income tax and social contribution or levels of depreciation and amortization. Consequently, we believe that EBITDA serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decision. Because EBITDA does not include certain costs related to our business, such as interest expense, income taxes, depreciation, capital expenditures and other corresponding charges, which might significantly affect our net income, EBITDA has limitations which affect its use as an indicator of our profitability. See “Summary Financial and Operating Data” for a reconciliation of EBITDA to net income (loss).

(5) Adjusted EBITDA is equal to EBITDA adjusted to exclude expenses related to foreign currency exchange rate variations, derivative financial instruments, non-recurring expenses related to the TRIP Acquisition, and stock based compensation expense, the amount of which is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDA differently than us. Adjusted EBITDA serves as an indicator of overall financial performance that we believe serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decisions. Because Adjusted EBITDA does not include certain costs related to our business, it has limitations which affect it use as an indicator of our profitability.

(6) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

(7) Represents Adjusted EBITDAR divided by total operating revenue.

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	For the Nine Months Ended September 30, Unaudited
	2014			2014			2013
	(U.S.$)(1)			(R$)			(R$)
	(in thousands, except amounts per share and %)
Operating revenue
Passenger revenue		1,535,055			3,762,420			3,437,087
Other revenue		196,436			481,464			392,323
Total revenue		1,731,491			4,243,884			3,829,410
Operating expenses
Aircraft fuel		(585,867	)		(1,435,959	)		(1,308,181	)
Salaries, wages and benefits		(301,648	)		(739,340	)		(584,850	)
Aircraft and other rent		(198,016	)		(485,337	)		(379,542	)
Landing fees		(95,035	)		(232,931	)		(208,863	)
Traffic and customer servicing		(69,927	)		(171,390	)		(152,755	)
Sales and marketing		(71,561	)		(175,397	)		(155,425	)
Maintenance, materials and repairs		(110,070	)		(269,782	)		(252,728	)
Depreciation and amortization		(61,694	)		(151,212	)		(147,703	)
Other operating expenses		(133,683	)		(327,657	)		(310,998	)
		(1,627,501	)		(3,989,005	)		(3,501,045	)
Operating income		103,990			254,879			328,365
Financial result
Financial income		11,287			27,665			15,705
Financial expenses		(130,665	)		(320,260	)		(231,031	)
Derivative financial instruments, net		(507	)		(1,242	)		(8,353	)
Foreign currency exchange, net		(11,663	)		(28,585	)		(72,355	)
Net income (loss) before income tax and social contribution		(27,557	)		(67,543	)		32,331
Income tax and social contribution		—			—			(57,014	)
Deferred income tax and social contribution		1,785			4,375			4,477
Net income (loss) for the period		(25,772	)		(63,168	)		(20,206	)
Basic loss per common share(2)		0.00			(0.01	)		(0.01	)
Diluted loss per common share(2)		0.00			(0.01	)		(0.01	)
Basic loss per preferred share(3)		(0.28	)		(0.68	)		(0.23	)
Diluted loss per preferred share(3)		(0.27	)		(0.66	)		(0.22	)
Other financial data (unaudited):
EBITDA(4)		153,515			376,264			395,360
Adjusted EBITDA(5)		194,775			477,392			486,662
Adjusted EBITDAR(6)		392,791			962,729			865,204
Adjusted EBITDAR Margin (%)(7)		22.7	%		22.7	%		22.6	%

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Reflects the conversion ratio of 75.0 common shares to 1.0 preferred share.

(3) Refers to our Class A preferred shares.

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(4) We calculate EBITDA as net income plus net financial income (expense), current and deferred income tax and social contribution and depreciation and amortization. We believe EBITDA is a well recognized performance measurement in the airline industry that is frequently used by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate EBITDA differently than us. EBITDA serves an indicator of overall financial performance, which is not affected by changes in rates of income tax and social contribution or levels of depreciation and amortization. Consequently, we believe that EBITDA serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decision. Because EBITDA does not include certain costs related to our business, such as interest expense, income taxes, depreciation, capital expenditures and other corresponding charges, which might significantly affect our net income, EBITDA has limitations which affect its use as an indicator of our profitability. See “Summary Financial and Operating Data” for a reconciliation of EBITDA to net income (loss).

(5) Adjusted EBITDA is equal to EBITDA adjusted to exclude expenses related to foreign currency exchange rate variations, derivative financial instruments, non-recurring expenses related to the TRIP Acquisition one-time expenses related to the start-up of our international operations scheduled to begin in December of 2014, and stock based compensation expense, the amount of which is dependent on market comparables and other non-operating matters that are outside of our control and thus are not indicators of our ongoing operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDA differently than us. Adjusted EBITDA serves as an indicator of overall financial performance that we believe serves as an important tool to periodically compare our operating performance, as well as to support certain administrative decisions. Because Adjusted EBITDA does not include certain costs related to our business, it has limitations which affect it use as an indicator of our profitability. See “Summary Financial and Operating Data” for a reconciliation of Adjusted EBITDA to net income (loss).

(6) Adjusted EBITDAR is equal Adjusted EBITDA adjusted to exclude the expenses related to aircraft and other rent expenses. Adjusted EBITDAR is presented as supplemental information, because we believe it is useful in evaluating our operating performance compared to our competitors, as its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance lease) or by operating lease, each of which is presented differently for accounting purposes. Therefore, we believe that Adjusted EBITDAR is an important metric to evaluate our operating performance as it excludes the cost of leased aircraft, depreciation of owned aircraft and related parts and components, and certain maintenance costs deferred and recognized as depreciation, as these items vary significantly between periods and for different airlines. Adjusted EBITDAR is not a measure of financial performance in accordance with IFRS, and should not be considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution. Other companies may calculate Adjusted EBITDAR differently than us. Because Adjusted EBITDAR does not include certain costs related to our business, it has significant limitations which affect it use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information. For more information on the limitations of Adjusted EBITDAR as an analytical tool, see “Presentation of Financial and Other Information—Financial Statements.”

(7) Represents Adjusted EBITDAR divided by total operating revenue.

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Balance Sheet Data

The following table presents key line items from our historical balance sheet data:

	As of December 31,
	2013		2013		2012		2011		2010		2009
	(US$)(1)		(R$)		(R$)		(R$)		(R$)		(R$)
	(in thousands)
Cash and cash equivalents		222,882		546,283		271,116		131,664		96,909		166,708
Total assets		2,289,998		5,612,784		4,751,785		1,964,003		1,223,955		905,069
Loans and financing		1,238,146		3,034,695		2,989,175		1,439,581		780,181		481,117
Equity		194,334		476,313		351,031		58,382		187,668		287,241
Total liabilities and equity		2,289,998		5,612,784		4,751,785		1,964,003		1,223,955		905,069

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

	As of September 30, Unaudited
	2014		2014		2013
	(U.S.$)(1)		(R$)		(R$)
	(in thousands)
Cash and cash equivalents		141,992		348,022		230,698
Total assets		2,552,078		6,181,613		5,107,270
Loans and financing		1,375,374		3,371,042		3,142,716
Equity		169,441		415,301		335,648
Total liabilities and equity		2,552,078		6,181,613		5,107,270

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

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Operating Data

	As of and For the Years Ended December 31,
	Unaudited
	2013			2013			2012			2011			2010			2009
Operating Statistics (unaudited):
Operating aircraft at end of period		133			133			118			49			26			14
Total aircraft at end of period		137			137			127			49			28			14
Airports served at end of period		103			103			100			42			28			16
Average daily aircraft utilization (hours)		10.4			10.4			11.5			12.9			13.6			12.7
Stage length		725			725			778			859			968			990
Number of departures		275,976			275,976			143,363			92,343			47,873			24,574
Block hours		414,660			414,660			220,184			150,543			82,793			43,302
Passenger flight segments		20,061,743			20,061,743			11,718,784			8,161,458			4,414,731			2,137,618
Available seat kilometers (ASKs) (millions)		18,906			18,906			11,495			8,598			5,066			2,696
Load Factor (%)		79.1	%		79.1	%		78.8	%		81.1	%		83.7	%		79.7	%
Passenger revenues (in thousands)	US$	1,904,342	(1)	R$	4,667,542		R$	2,454,651		R$	1,558,256		R$	786,721		R$	352,208
Revenue passenger kilometers (RPKs) (thousands)		14,958,856			14,958,856			9,061,814			6,973,014			4,239,476			2,148,840
Operating revenue per ASK (cents) (RASK)	US$	11.30	(1)	R$	27.69		R$	23.64		R$	20.02		R$	17.20		R$	13.98
Yield per ASK (cents)	US$	12.73	(1)	R$	31.20		R$	27.09		R$	22.35		R$	18.56		R$	16.27
Trip cost	US$	7,046	(1)	R$	17,269		R$	18,894		R$	18,368		R$	19,259		R$	21,148
End-of-period FTEs per operating aircraft		72			72			70			88			105			110
CASK (cents)	US$	10.28	(1)	R$	25.21		R$	23.56		R$	19.73		R$	18.20		R$	19.28
CASK (ex-fuel) (cents)(2)	US$	6.45	(1)	R$	15.80		R$	14.23		R$	11.77		R$	11.47		R$	13.08
Fuel liters consumed (thousands)		749,861			749,861			469,458			337,437			205,541			106,713
Average fuel cost per liter	US$	0.97	(1)	R$	2.37		R$	2.29		R$	2.03		R$	1.66		R$	1.57

(1) For convenience purposes only, the amounts in reais for the year ended December 31, 2013 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) CASK (ex-fuel) means CASK excluding all fuel costs.

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	As of and For the Nine Months Ended September 30,
	Unaudited
	2014			2014			2013
Operating Statistics (unaudited):
Operating aircraft at end of period		128			128			126
Total aircraft at end of period		145			145			131
Airports served at end of period		103			103			102
Average daily aircraft utilization (hours)		9.7			9.7			10.5
Average daily E-Jet utilization (hours)		11.0			11.0			11.6
Average daily ATR utilization (hours)		7.8			7.8			8.8
Stage length		718			718			725
Number of departures		206,399			206,399			206,291
Block hours		313,243			313,243			308,781
Passenger flight segments		15,671,474			15,671,474			14,841,504
Revenue passenger kilometers (RPKs) (million)		11,515			11,515			11,076
Available seat kilometers (ASKs) (millions)		14,452			14,452			14.071
Load Factor (%)		79.7	%		79,7	%		78.7	%
Passenger revenues (in thousands)	US$	1,535,055	(1)	R$	3,762,420		R$	3,437,087
Passenger revenue per ASK (cents) (PRASK)	US$	10.62	(1)	R$	26.03		R$	24.43
Operating revenue per ASK (cents) (RASK)	US$	11.98	(1)	R$	29.37		R$	27.2
Yield per ASK (cents)	US$	13.33	(1)	R$	32.67		R$	31.03
Trip cost	US$	7,885	(1)	R$	19,327		R$	16,971
End-of-period FTEs per aircraft		73			73			73
CASK (cents)	US$	11.26	(1)	R$	27.60		R$	24.88
CASK (ex-fuel) (cents)(2)	US$	7.21	(1)	R$	17.67		R$	15.58
Fuel liters consumed (thousands)		579,517			579,517			558,269
Average fuel cost per liter	US$	1.01	(1)	R$	2.48		R$	2.34

(1) For convenience purposes only, the amounts in reais for the nine months ended September 30, 2014 have been translated to U.S. dollars using the rate R$2.4510 as of September 30, 2014, which was the commercial selling rate for U.S. dollars as of September 30, 2014, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) CASK (ex-fuel) means CASK excluding all fuel costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus, as well as the data set forth in “Summary Financial and Operating Data” and “Selected Consolidated Financial Information.” The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

We have been the fastest growing airline in Brazil in terms of ASKs since we commenced operations in December 2008 and currently have the largest airline network in the country in terms of cities served, with service at September 30, 2014 to 103 destinations, 217 routes and 864 departures per day. We are in the process of expanding our operations with selected non-stop service to high-demand locations in the United States, which we expect to launch in December 2014. Our model is to stimulate demand by providing frequent and affordable air service to underserved markets, with the result that we are the sole airline on 64.9% of our existing routes and have a 31.6% share of the Brazilian aviation market in terms of departures.

In 2012 we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations and have consolidated its results of operations into our financial statements since November 30, 2012. The acquisition substantially increased our network connectivity, enabling us to become the leading carrier by departures in 66 cities as of September 30, 2014 and consolidate our position as the leader in Brazil’s fast-growing regional aviation market. Through the acquisition, we became the leading carrier in Belo Horizonte, Brazil’s third largest metropolitan area and gained strategic landing rights at Guarulhos airport in São Paulo and Santos Dumont airport in Rio de Janeiro, complementing our hub at Campinas in the state of São Paulo. In addition, our operating results have significantly improved since the acquisition, reflecting what we believe are the synergy gains of our combined networks.

We believe we have created a robust network of profitable routes by stimulating demand through frequent and affordable air service. We select routes that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We believe we can continue expanding our domestic network while simultaneously leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States.

Our flexible fleet enables us to serve smaller and larger markets by connecting them to our extensive network of destinations. Our operating fleet of 128 aircraft, composed of 77 modern Embraer E-Jets, which seat up to 118 customers, and 51 fuel-efficient ATR aircraft, which seat up to 70 customers, allows us to effectively match capacity to demand and offer more convenient and frequent non-stop service than our main competitors, who exclusively fly larger aircraft within Brazil. We believe this structure not only stimulates demand from business travelers, who tend to travel more as a result of increased flight frequencies, but also attracts cost-conscious leisure travelers, many of whom are first time flyers, by offering low fares for advance purchases. Our current business plan contemplates the addition of next -generation narrowbody and widebody aircraft, which are more fuel-efficient than current generation aircraft. As fuel represents more than 35% of our total operating costs, we believe that the addition of next -generation aircraft will allow us to further improve the efficiency of our fleet. We believe that our strategic fleet plan will allow us to maintain industry-leading trip costs and further reduce our CASK, both in absolute terms and relative to our competitors. With an average age of 3.6 years at September 30, 2014, our operating fleet is younger than that of our main competitors, Gol and TAM. In addition, we expect that the acquisition of larger narrowbody and widebody aircraft will allow us to further enhance profitability when servicing high-density markets that allow for the profitable use of larger aircraft as well as to service select international destinations.

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Principal Factors Affecting Our Financial Condition and Results of Operations

We believe our operating and business performance is driven by various factors that affect the global and Brazilian economy, the Brazilian airline industry, trends affecting the broader Brazilian travel industry, and trends affecting the specific markets and customer base that we target. The following key factors may affect our future performance.

Brazilian economic environment

As currently all our flight operations are within Brazil, our revenues and profitability are affected by conditions in the Brazilian economy. Our operations and the airline industry in general, are particularly sensitive to changes in economic conditions. Unfavorable economic conditions, such as high unemployment rates, a constrained credit market and increased business operating expenses, can reduce spending for both leisure and business travel. Unfavorable economic conditions can also impact our ability to raise fares to counteract increased fuel, labor, and other expenses, and generally increase our credit rank, particularly with respect to our trade receivables.

The growth in the Brazilian civil aviation market has been closely correlated to growth in Brazilian GDP according to ANAC. The GDP growth was 2.3%, 0.9%, 2.7% and 7.5% for the years ended December 31, 2013, 2012, 2011, and 2010, respectively, and 0.2% for the nine months ended September 30, 2014 according to IBGE. In terms of passenger demand as measured by RPKs, the Brazilian domestic flight market grew 1.4% in 2013, 6.8% in 2012, 15.9% in 2011 and 23.5% in 2010 according to ANAC. During the nine months ended September 30, 2014, passenger demand as measured by RPK increased 5.4%.

We believe that our business model allows us to benefit from Brazil’s economic growth, particularly among the middle class and in small and medium sized cities as well as in the economic strongholds of the São Paulo and Rio de Janeiro areas. Additionally, we believe that a significant number of Brazilians are still ascending the socioeconomic scale and air travel becomes a convenient and affordable alternative to bus and automobile travel for them.

Impact of airline industry competition and aviation fuel costs

The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, flight schedules, flight times, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, brand recognition, code-sharing relationships, and loyalty programs and redemption opportunities. Price competition occurs on a market-by-market, route-by-route and flight schedules basis through price discounts, changes in pricing structures, fare matching, target promotions and loyalty program initiatives.

Aviation fuel costs have been subject to wide fluctuations in recent years. Fuel availability and pricing are also subject to refining capacity, periods of market surplus and shortage, and demand for heating oil, gasoline and other petroleum products, as well as meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. We attempt to mitigate fuel price volatility primarily through our fixed price agreement with Petrobras Distribuidora and through commodity forward agreements. See “Operating Expenses.” Our fuel hedging practices are dependent upon many factors, including our assessment of market conditions for fuel, the pricing of hedges and other derivative products in the market and applicable regulatory policies. We had hedged 24.6% of our forecasted next twelve months fuel consumption as of September 30, 2014. Petrobras, the leading player in the Brazilian oil industry and the parent company of Petrobras Distribuidora, has a strategy to equalize aviation fuel prices to international fuel prices every month. There are also regional differences based on different regional taxes.

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Effects of exchange rates, interest rates and inflation

Our results of operations are affected by currency fluctuations. As of September 30, 2014, nearly all of our revenues were denominated in reais. As of December 31, 2013 and September 30, 2014, approximately 54.1% and 53.6%, respectively, of our operating expenses were either payable in or affected by the U.S. dollar, such as aviation fuel, aircraft lease payments, certain flight hour maintenance contract payments and aircraft insurance.

Inflation has also had, and may continue to have, effects on our financial condition and results of operations. In 2013 and for the nine months ended September 30, 2014, approximately 21% and 23%, respectively, of our real-denominated expenses, including salaries, catering and handling expenses were impacted by changes in inflation.

The Central Bank changes the base interest rate in order to manage inflation. Variations in interest rate affect primarily our long-term obligations subject to variable interest rates, including our loans, financing and debentures. As of December 31, 2013, we had R$3,034.7 million in loans and debentures of which 45.9% was indexed to the CDI Rate, or overnight interbank/branch benchmark interest rate, and 4.2% was indexed to the TJLP rate. As of September 30, 2014, we had R$3,371.0 million in loans and financing of which 54.4% was indexed to the CDI Rate, and 3.8% was indexed to the TJLP rate. The CDI rate as measured by CETIP, a Brazilian custodian and liquidation agent, was 10.7%, 8.0%, 8.4% and 11.6% for the nine months ended September 30, 2014 and the years ended December 31, 2013, 2012 and 2011, respectively. The average TJLP rate was 5.0%, 5.0%, 5.8% and 6.5% for the nine months ended September 30, 2014 and for the years ended December 31, 2013, 2012 and 2011, respectively. In addition, interest rates also affect our financial income to the extent that we have investments indexed to the CDI rate. The Central Bank has changed the base interest rate several times over the past years in order to keep inflation within its growth targets.

The following table shows data for real GDP growth, inflation and interest rates in Brazil, the U.S. dollar/real exchange rate and crude oil prices for and as of the periods indicated.

	For the Nine Months Ended September 30,						For the Years Ended December 31,
	2014			2013			2013			2012			2011
Real growth in gross domestic product.		0.2	%		2.4	%		2.3	%		0.9	%		2.7	%
Inflation (IGP-M)(1)		6.0	%		6.7	%		5.5	%		7.6	%		5.0	%
Inflation (IPCA)(2)		6.3	%		6.3	%		5.9	%		5.8	%		6.5	%
TJLP(3)		5.0	%		5.0	%		5.0	%		5.8	%		6.0	%
CDI rate (average)(4)		10.7	%		7.6	%		8.0	%		8.4	%		11.6	%
LIBOR(5)		0.2	%		0.3	%		0.3	%		0.4	%		0.3	%
Period-end exchange rate—reais per US$ 1.00		2.451			2.229			2.343			2.044			1.876
Average exchange rate—reais per US$ 1.00(6)		2.289			2.121			2.159			1.954			1.674
Average appreciation (depreciation) of the real vs. US$		(7.9	)%		1.8	%		(10.5	)%		(16.7	)%		4.8	%
West Texas Intermediate, or WTI, crude price (average US$ per barrel during period)		99.62			98.19			98.05			94.15			95.11

Source: FGV, IBGE, the Central Bank, Bloomberg and Energy information administration

(1) Inflation (IGP-M) is the general market price index measured by the FGV.

(2) Inflation (IPCA) is a broad consumer price index measured by the IBGE—Instituto Brasileiro de Geografia e Estatística.

(3) TJLP is the Brazilian long-term interest rate.

(4) The CDI rate is an average of inter-bank overnight rates in Brazil (daily average for the year).

(5) Average US dollar three-month London Inter-Bank Offer Rate.

(6) Average of the exchange rate on each business day of the year.

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TRIP Acquisition

In 2012 we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations. We announced the acquisition in May 2012 and have consolidated TRIP’s results of operations into our financial statements since November 30, 2012, after receiving approval for the acquisition from ANAC, the Brazilian civil aviation authority. CADE, the Brazilian antitrust authority, approved the acquisition in March 2013. No other approvals are required for the TRIP Acquisition.

Through the TRIP Acquisition, we gained strategic slots at Guarulhos airport in São Paulo and Santos Dumont airport in Rio de Janeiro, complementing our hub at Campinas. The fleet similarity between the two airlines and complimentary networks allowed us to rapidly integrate our activities. We have fully integrated our operations and have been working as a single operating company since June 2014.

We incurred R$33.9 million and R$10.5 million in non-recurring expenses in connection with the TRIP Acquisition and integration in 2012 and 2013, respectively, principally for financial advisory, legal and accounting fees and expenses, reorganization and restructuring costs, severance and employee benefit-related expenses, and the integration of numerous processes, policies, procedures, operations, technologies and systems. We also incurred R$48.1 million one-time settlement expenses for the nine months ended September 30, 2014, mainly related to the settlement of labor proceedings with pilots and flight attendants regarding employee benefits in connection with the payroll standardization of TRIP and Azul crewmembers and R$6.8 million related to other integration expenses including inventory write-offs, contract termination fines, and legal and consultancy fees related to the transfer of TRIP aircraft to us. We do not expect to incur additional expenses in connection with the integration of Azul and TRIP going forward.

For additional information relating to the assets and liabilities we recognized as a result of the TRIP Acquisition, see Note 5 to our audited consolidated financial statements.

IFRS pronouncements that may affect our future results of operations

There are certain IFRS standards and interpretations currently issued but not yet in effect that could materially impact the presentation of our financial position or performance once such standard and interpretations become effective. See Note 3.19 to our audited consolidated financial statements.

Principal Components of Our Results of Operations

Operating Revenues

We obtain our operating revenues primarily from transporting customers in our aircraft. For the year ended December 31, 2013, 89.2% of our operating revenues were derived from passenger revenue, and 10.8% were derived from other revenue (ancillary revenues, including cargo revenues). For the nine months ended September 30, 2014, 88.7% of our operating revenues were derived from passenger revenue, and 11.3% were derived from ancillary revenues. Nearly all of our operating revenues are denominated in reais. Passenger revenues are recognized either upon departure of the scheduled flight or when a purchased ticket expires unused, including revenue related to the redemption of TudoAzul points for Azul flights. Cargo revenues are recognized when transportation is provided. Other ancillary revenues consist primarily of ticket change fees, excess baggage charges, interest on installment sales and other incidental services. Non ticket revenues are generally recognized at the time the ancillary products are purchased or services are provided.

Passenger revenues depend on our capacity, load factor and yield. Capacity is measured in terms of ASKs, which represents the number of seats we make available on our aircraft multiplied by the number of kilometers these seats are flown. Load factor, or the percentage of our capacity that is actually used by paying customers, is calculated by dividing RPKs, which represents the number of kilometers flown by revenue passengers, by ASKs. Yield is the average amount that one passenger pays to fly one kilometer. We use RASK, or revenue divided by

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ASKs, and PRASK, or passenger revenue divided by ASKs, as our key performance indicators because we believe they enable us to evaluate the balance between load factor and yield. Since our first year of operations, we have maintained a significant passenger RASK and PRASK premium compared to our competitors given our higher load factors and yields. We expect that our strategy will enable us to maintain that premium in the future.

Our revenues are net of certain taxes, including state-value added tax, the Tax on Circulation of Goods and Services (Imposto sobre Circulação de Mercadorias e Serviços), or ICMS; federal social contribution taxes, including Programa de Integração Social, or PIS; and the Contribuição Social para o Financiamento da Seguridade Social, or COFINS. ICMS does not apply to passenger revenues. The average rate of ICMS on cargo revenues varies by state and ranges from 4% to 19%. In respect of passenger transportation revenues, the applicable rates of PIS and COFINS are 0.65% and 3%, respectively, due to a specific rule which enforces the use of the cumulative system of PIS and COFINS on these revenues. The remaining revenue related to air transportation activity is levied at rates of 1.65% and 7.60%, respectively. The Municipal Tax on Services (Imposto Sobre Serviços) is a municipal tax assessed at rates varying from 2% to 5% of our service rendered revenues.

Our results of operations for any interim period are not necessarily indicative of those for the entire year because the air transportation business is subject to significant seasonal fluctuations. We generally expect demand to be greater in the first and fourth quarter of each calendar year compared to the second and third quarter of each year. This demand increase occurs due to an increase in travel during the Christmas season, Carnival and the Brazilian school summer vacation period. The air transportation business is also volatile and highly affected by economic cycles and trends. Fluctuations in aviation fuel prices, customer discretionary spending, fare initiatives, labor actions, weather and other factors have resulted in significant fluctuations in revenues and results of operations in the past.

ANAC, the Brazilian civil aviation agency, may influence our ability to generate revenue as it is responsible for approving the concession of landing rights slots, entry of new companies, launch of new routes, increases in route frequencies and lease or acquisition of new aircraft. Our ability to grow and to increase our revenues is dependent on approvals for new routes, increased frequencies and additional aircraft by ANAC.

Operating Expenses

We are committed to maintaining a low cost operating structure and we seek to keep our expenses low by operating a young efficient fleet with a single-class of service, maintaining high employee productivity, investing significantly in technology, utilizing our fleet efficiently and deploying low-cost distribution processes.

Our largest operating expense is aviation fuel, which represented 37.3% of our total operating expenses for the year ended December 31, 2013 and 36.0% for the nine months ended September 30, 2014. Aircraft fuel prices in Brazil are much higher than in the United States, as the Brazilian infrastructure needed to produce, transport and store fuel is expensive and aviation fuel prices are controlled by a concentrated number of suppliers. Our aviation fuel expenses are variable and fluctuate based on global oil prices. Since global prices are denominated in U.S. dollars, our aviation fuel costs are also subject to exchange rate fluctuations between the real and U.S. dollar. From the beginning of 2003 to December 2013, the price of West Texas Intermediate oil, or WTI oil, the reference price used internationally to price oil, quoted in U.S. dollars, increased 209.0%, from US$31.85 per barrel in 2003 to US$98.42 per barrel in 2013. For the nine months ended September 30, 2014, the WTI oil price decreased 10.9%, from US$102.3 per barrel as of September 30, 2013 to US$91.16 per barrel as of September 30, 2014.

In order to protect our exposure to jet fuel prices, we have developed a customized contract hedging product with Petrobras, which enables us to lock in the cost of the jet fuel we will consume in the future, thereby offering a more tailored hedge than WTI or heating oil futures, which are not perfectly correlated to jet fuel. In addition, our hedging contract with Petrobras offers us the option to lock the jet fuel price in reais, thereby hedging our exposure not only to fuel prices, but also to the real/U.S. dollar exchange rates as well.

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In addition, local taxes applicable to the sale of jet fuel are high, ranging from 3.49% to 25.0%. Different states in Brazil apply different rates of value-added tax to fuel (which is not passed on to end consumers for passenger services), requiring us to continually adjust our fuel prices to optimize fuel uplift.

Salaries, wages and benefits paid to our crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, psychosocial assistance (referred to as the “Anjo Azul” program), school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), salary-deduction loans, bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries, wages and benefits expenses due to high employee productivity measured by the average number of employees per aircraft. We also benefit from generally lower labor costs in Brazil, when compared to other countries, which is somewhat offset by lower productivity due to government requirements over employee labor conditions and taxes on payroll.

Our aircraft and other rent expenses consist of monthly operating lease rents for aircraft, spare engines, flight simulators and other equipment under the terms of the related operating leases recognized on a straight-line basis. We use short-term arrangements to hedge against exchange rate exposure related to our aircraft lease and other rent payment obligations. Our aircraft and other rent expenses also include the portion of maintenance reserves paid to aircraft lessors in advance of the performance of major maintenance activities, which portion is unlikely to be reimbursed to us by the lessor. A Brazilian Presidential Decree No. 8,187 enacted on January 17, 2014 amended the existing legislation regarding the term of temporary admission regime for lease operations. The regime will be granted for a period of 100 months and, before its term, we may require another temporary admission regime.

Traffic and customer servicing includes the cost of airport facilities, ground handling charges, customer bus service and inflight services and supplies. We provide complimentary bus services between a limited number of locations and strategic airports, such as transportation from the city of São Paulo to Campinas airport, and we believe that the additional customers we attract by offering this service more than offset its cost.

Our sales and marketing expenses include commissions paid to travel and cargo agents, fees paid for third-party reservation systems and agents, fees paid to credit card companies and advertising associated with the sale of our tickets and other products and services. We believe that our distribution costs are lower than those of our competitors because a higher proportion of our customers purchase tickets directly through our website instead of through traditional distribution channels, such as ticket offices, and we have comparatively fewer sales made through higher cost global distribution systems. We generated 93.2% and 91.8% of our consolidated passenger revenues through our website, including direct connect bookings with travel agencies, in 2013 and during the nine months ended September 30, 2014, respectively. We employ low-cost, innovative marketing techniques, focusing on social networking tools (Facebook, Twitter, YouTube and viajamos.com.br, a travel advice website created and owned by us) and generating word of mouth recognition, including visibly branded complimentary bus service and guerilla marketing campaigns to enhance brand recognition and provide promotions directed at our customers. We believe that we have an advantage compared to industry peers in sales and marketing expenses and expect this advantage will remain in the future.

Depreciation and amortization expense includes the depreciation of all fixed assets we own or are under finance leases, and amortization of leasehold improvements. For owned aircraft, we employ the built-in overhaul method which results in the capitalization of engine heavy maintenance shop visits that are amortized to depreciation expense. For aircraft under operating leases, we recognize engine maintenance expenses at time of overhaul.

Landing fees include airport charges for each landing and aircraft parking, connecting fees as well as aeronautical and navigation fees. Most of these fees vary based on our level of operations and the rates are set by INFRAERO and DECEA. Also, we expect that the incentive program for the regional aviation industry

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announced by the Brazilian government, pursuant to which subsidies and airport fee exemptions for regional flights will be provided, will reduce our landing fees and promote the development of airports where we operate.

Our maintenance, materials and repair expenses consist of line and scheduled heavy maintenance of our aircraft. Line maintenance and repair expenses are charged to operating expenses as incurred. Since the average age of our operating fleet was 3.6 years as of December 31, 2013 and 3.6 years as of September 30, 2014, and most of the parts on our aircraft are under four-year warranties, our aircraft have required a low level of maintenance. As our aircraft age, these costs will increase. We do not own most of our spare parts inventories and the costs we incur to contract with third parties to maintain and provide us replacement parts when needed are included in maintenance costs.

For owned aircraft, we employ the built in overhaul method which results in the capitalization of engine shop visits for heavy maintenance. Under this method, the cost of major maintenance is capitalized and amortized as a component of depreciation and amortization expense until the next major maintenance event. The next major maintenance event is estimated based on the average removal times suggested by the manufacturer, and may change based on changes in aircraft utilization and changes in suggested manufacturer maintenance intervals. In addition, these assumptions can be affected by unplanned incidents that could damage a major component to a level that would require a major maintenance event prior to a scheduled maintenance event.

The amortization of deferred maintenance expenses is included under the caption depreciation and amortization expense in our consolidated statement of operations. For the year ended December 31, 2013 and for the nine months ended September 30, 2014, amortization of deferred maintenance expenses recognized in depreciation and amortization amounted to R$65.8 million and R$39.5 million, respectively.

For the year ended December 31, 2013 and for the nine months ended September 30, 2014 total maintenance expense included in results of operations amounted to R$397.5 million and R$309.3 million, respectively.

Other operating expenses consist of general and administrative expenses, purchased services, equipment rentals, communication costs, professional fees, travel and training expenses for crews and ground personnel, and all other overhead expenses.

Some of our expenses, such as fuel, aircraft operating lease payments and maintenance, fluctuate with changes in the exchange rate between the real and the U.S. dollar. Aircraft rents are also partially exposed to interest rate fluctuations. We currently enter into arrangements to hedge against increases in fuel prices, foreign exchange and interest rates. See “—Quantitative and Qualitative Disclosures about Market Risk.”

Financial Results

Our financial income includes interest earned on our cash and cash equivalents (which bear interest indexed to the CDI rate) and short-term investments. Our financial expense includes interest expense on our owned aircraft debt, loans and financings and working capital facilities. As of December 31, 2013 and as of September 30, 2014, 38.4% and 40.5% of our aircraft debt was denominated in reais, respectively, and therefore not exposed to currency fluctuations. We capitalize interest on our pre-delivery deposit payments, or PDPs, to aircraft manufacturers for future aircraft deliveries. These amounts are recorded as part of the cost of the aircraft upon delivery. Capitalization of interest ceases when the asset is ready for service. The balances of derivative financial instruments include gains or losses on our undesignated financial instruments used to hedge our exposures. Foreign currency exchange is the net gain or loss on our assets and liabilities related to the appreciation or depreciation of the real against the U.S. dollar and has limited impact on our cash position. Although all of our non-aircraft debt is in reais, we have both local and foreign currency aircraft-related debt instruments, and are using various financial instruments, including those used to limit our exposure to floating interest rates and foreign currency exchange rates.

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Taxes

We account for income taxes using the liability method. We record deferred tax assets only when, based on the weight of the evidence, it is more likely than not that the deferred tax assets will be realized. Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. See “—Critical Accounting Policies—Deferred Taxes.” In assessing whether the deferred tax assets are realizable, our management considers whether it is more likely than not that some or all of the deferred tax assets will be utilized. We consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

Critical Accounting Policies

The preparation of our consolidated financial statements in accordance with IFRS requires our management to adopt accounting policies and make estimates and judgments to develop amounts reported in our consolidated financial statements and related notes. Critical accounting policies are those that reflect significant judgments or estimates about matters that could potentially result in materially different outcomes under different assumptions and conditions. We believe that our estimates and judgments are reasonable. However, actual results and the timing of recognition of such amounts could differ from our estimates. For a discussion of these and other accounting policies, see Note 3 to our audited consolidated financial statements as of December 31, 2013.

Property and Equipment. Property and equipment are recorded at acquisition or construction cost (which include interest and other financial charges) and are depreciated to estimated residual values over their estimated useful lives using the straight-line method. Under International Accounting Standard, or IAS, 16 “Property, Plant and Equipment,” major engine overhauls are treated as a separate asset component with the cost capitalized and depreciated over the period to the next overhaul. In estimating the lives and expected residual values of our airframes and engines, we primarily have relied upon actual experience with the same or similar aircraft types and recommendations from third parties. Subsequent revisions to these estimates, which can be significant, could be caused by changes to our maintenance program, changes in utilization of the aircraft, governmental regulations related to aging aircraft.

We evaluate annually whether there is an indication that our property and equipment may be impaired. Factors that would indicate potential impairment may include, but are not limited to, significant decreases in the market value of long-lived assets, a significant change in the long-lived asset’s physical condition, and operating or cash flow losses associated with the use of long-lived assets. An impairment loss exists when the book value of an asset unit exceeds its recoverable amount, which is the higher of fair value less selling costs and value in use. The calculation of fair value less selling costs is based on information available of sales transactions regarding similar assets or market prices less additional costs for disposing of assets.

Lease accounting. Aircraft lease agreements are accounted as either operating or finance leases. When the risks and benefits of the lease are transferred to us, as lessee, the lease is classified as a finance lease. Finance leases are accounted as an acquisition obtained through financing, with the aircraft recorded as a fixed asset and a corresponding liability recorded as debt. Finance leases are recorded based on the lesser of the fair value of the aircraft or the present value of the minimum lease payments, discounted at an implicit interest rate, when it is clearly identified in the lease agreement, or market interest rate. The aircraft is depreciated by the lowest value between the remaining useful life of the lease assets or the contractual term, and impairment tests are performed on an annual basis. Interest expense is recognized through the effective interest rate method, based on the implicit interest rate of the lease. Lease agreements that do not transfer risks and benefits to us are classified as operating leases. Operating lease payments are accounted as rent, and the lease expense is recognized when incurred through the straight-line method.

Revenue Recognition. Flight revenue is recognized upon effective rendering of the transport service. Tickets sold and not used, corresponding to advanced ticket sales (air traffic liability) are recorded in current liabilities. Tickets expire one year after their purchase date. The Company recognizes revenue, upon the

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departure of the related scheduled flight and from tickets that are expected to expire unused (breakage). The Company estimates the value of future refunds and exchanges, net of forfeitures for all unused tickets once the flight date has already passed. These estimates are based on historical data and experience from past events. The estimated future refunds and exchanges included in the account of advance ticket sales are compared monthly to actual refunds and exchange activity in order to monitor if the estimated amount of future refunds and exchanges is reasonable.

Other service revenues relate to ticket change fees, excess luggage, cargo transportation, Espaço Azul fee, charter and other services, which are recognized when services are provided. Interest income calculated based on the original effective interest rate for the relevant asset.

TudoAzul Program. Until June 15, 2013, we had a customer loyalty plan in which for every flight taken, customers accumulated points consisting of between 5% and 10% of the ticket value. When they accumulated R$50, they received a voucher which could be used for a discount on an upcoming flight. This program structure was completely different from others in the market, creating some difficulty for our customers to understand it. In addition, customers prefer to redeem awards for free tickets instead of discounts.

On June 16, 2013 we decided to change the program resulting in a different way for customers to accumulate and redeem points. According to the new program, customers will still accrue points based on the amount spent on tickets flown. The amount of points earned depends on TudoAzul membership status, market, flight, day-of-week, advance purchase, booking class and other factors, including promotional campaigns. Our customers had previously earned points which had not been utilized in the TudoAzul program. Points expire two years after the date in which they are earned.

Upon the sale of a ticket, we recognize a portion of the ticket sales as revenue when the transportation service occurs, as described above, and defers a portion corresponding to the points earned under the TudoAzul Program, in accordance with IFRIC 13, Customer Loyalty Programs.

We determine the estimated selling price of the air transportation and points as if each item is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these items individually on a pro rata basis. Our estimated selling price of points is based on the price we sell points to third parties, such as credit card companies.

We also sell points of the TudoAzul loyalty program to third parties. The related revenue is deferred and recognized as passenger revenue when points are redeemed and the related transportation service occurs. The fair value of a point is estimated on an annual basis using the average points redeemed and the estimated value of purchased tickets with the same or similar restrictions as frequent flyers awards.

We recognize revenue for points sold and awarded that will never be redeemed by program members. We estimate such amounts annually based upon the latest available information regarding redemption and expiration patterns.

Points awarded or sold and not used are recorded in air traffic liability.

As a result of our growth and the changes in our loyalty plan, the air traffic liability related to TudoAzul has increased R$196.5 million in the year ended December 31, 2013. This increase was mostly due to: (i) Itaucard S.A.’s payment to us of R$150.0 million for the advance purchase of TudoAzul points and the right to offer, distribute and market the Itaucard credit card to our customers nationwide, of which R$140.0 million was recorded as air traffic liability and the remaining R$10.0 million as other revenue; (ii) higher accrual of points due to an increase in the number of members of TudoAzul from 2.6 million members as of June 30, 2013 to 3.1 million members as of December 31, 2013, and (iii) a R$4.5 million increase related modification on how TudoAzul points are accrued and redeemed effective June 17, 2013. During the nine months ended September 30, 2014, the air traffic liability related to TudoAzul increased R$49.9 million mostly due to a higher accrual of points.

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Maintenance Materials and Repair Costs. We account for engine heavy maintenance under the built-in overhaul method for owned aircraft where the estimated cost of engine heavy maintenance is capitalized and amortized as a component of depreciation and amortization expense until the next such heavy maintenance event based on our expected usage or the useful life of the engines, whichever is lower.

Certain maintenance functions, including engine maintenance, are outsourced under contracts that require payment based on a performance measure such as flight hours. Costs incurred for maintenance and repair under flight hour maintenance contracts, where labor and materials price risks have been transferred to the service provider, are expensed based on contractual payment terms.

Repairs and routine maintenance expenses are charged as incurred. Significant maintenance costs are capitalized when it is likely that they will result in future economic benefits that exceed the originally assessed performance target for existing assets. These maintenance costs are depreciated over a useful life determined in accordance with the period until the next scheduled significant maintenance.

Maintenance Reserves. Our lease agreements provide that we pay maintenance reserves or supplement rent to aircraft lessors to be held as collateral in advance of our performance of major maintenance activities. Maintenance reserves are held as collateral in cash. These lease agreements provide that maintenance reserves are refundable to us upon completion of the maintenance event. The maintenance deposits paid under our lease agreements do not transfer either the obligation to maintain the aircraft or the cost risk associated with the maintenance activities to the aircraft lessor.

Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft. Maintenance reserves are paid in U.S. dollars to aircraft lessors in advance of the performance of heavy maintenance and are usually recorded as prepaid maintenance deposits on our balance sheet. We paid R$147.0 million (equivalent to US$60.0 million) and R$147.3 million (equivalent to US$60.1 million) in maintenance reserves to our lessors in the year ended December 31, 2013 and in the nine months ended September 30, 2014, respectively. We have concluded that these prepaid maintenance deposits are likely to be recovered primarily due to the rate differential between the maintenance reserve payments and the expected cost for the related next maintenance event collateralized by the reserves.

If at any point we determine that the recovery of the amounts retained by the lessor through future maintenance events is not probable, such amounts are expensed as maintenance cost if we consider that the amount will not be reimbursed due to the non-completion of the maintenance event required before the aircraft redelivery. For the year ended December 31, 2013 and for the nine months ended September 30, 2014, we wrote-off R$4.3 million and R$7.0 million, respectively, for the events that we considered would probably not be reimbursed by the lessors due to the fact that we might not perform the maintenance event prior to the aircraft redelivery.

Our lease agreements also provide that most maintenance reserves held by the lessor at the expiration of the lease are nonrefundable to us and will be retained by the lessor. Consequently, we have determined that any usage-based maintenance reserve payments after the last major maintenance event are not substantively related to the maintenance of the leased asset and therefore are accounted for as contingent rent. We accrue contingent rent starting when it becomes probable and reasonably expected that we will incur such nonrefundable maintenance reserve payments. During the year ended December 31, 2013 and for the nine months ended September 30, 2014, we did not accrue any contingent rent due to the fact that we considered it was probable and reasonably expected that all of them would be refundable.

Since the maintenance reserves are paid in U.S. dollars to aircraft lessors, the exchange rate differences on payments are recognized in our financial results. During the year ended December 31, 2013 and for the nine months ended September 30, 2014, the amount recognized in our financial results due to the exchange rate differences were an income of R$39.2 million and R$23.7 million, respectively.

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See Note 14 to our consolidated financial statements as of December 31, 2013, 2012 and 2011 and for each of the three years ended December 31, 2013 and Note 7 to our unaudited interim condensed financial statements for the nine months ended September 30, 2014 and 2013, for further information in relation to maintenance reserve activity.

Share-Based Payments. Our share-based compensation program is intended to grant awards priced at the fair market value of our common stock at the date of grant. The fair value of our common stock is estimated based on the market method that uses our estimates of revenue, driven by assumed market growth rates, and estimated costs, as well as appropriate discount rates. These estimates are consistent with the plans and estimates that we use to manage our business. We measure transactions with crewmembers settled with equity instruments at the grant date using the Black-Scholes option pricing model. The resulting amount, adjusted for forfeitures, is charged to expense over the period in which the options vest.

Derivative Financial Instruments. We account for derivative financial instruments in accordance with IAS 39—Financial Instruments: Recognition and Measurement, and record them at fair value. Subsequent changes in fair value are recorded in profit or loss, unless the derivative meets the criteria for hedge accounting. At the beginning of a hedge transaction, we designate and formally document the item covered by the hedge and how it will be effective in offsetting the changes in fair value or cash flows. Our derivative financial instruments are assessed quarterly to determine if they have been effective throughout the entire period for which they have been designated. Any gain or loss resulting from changes in the fair value of our derivative financial instruments during the quarter in which they are not qualified for hedge accounting, as well as the ineffective portion of the instruments designated for hedge accounting are recognized in financial results. When the fair value of financial assets and liabilities presented in our balance sheet cannot be obtained in an active market, we determine fair value using assessment techniques prevailing in the market, including the discounted cash flow method, and a certain level of judgment is required to establish fair value in this way. This judgment includes considerations on the data used, for example, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the fair value presented of financial instruments.

Provision for Tax, Civil and Labor Risks. We record provisions for all contingencies in civil, tax and labor claims that represent probable losses. We recognize provisions when (i) we have a present obligation as a result of a past event, (ii) it is probable that an outflow of resources will be required to settle the obligation and (iii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system and assessment of internal and external legal counsel. We review and adjust provisions to take into account changes in circumstances such as applicable statute of limitations, conclusions of tax audits or additional exposures identified based on new issues or court decisions. In addition, due to IFRS accounting rules for business combinations, we are also required to record a provision for contingent liabilities originated in TRIP, and which are assessed as possible loss.

Deferred Taxes. Deferred tax assets and liabilities are recognized based on the differences between the carrying amounts recorded in the financial statements and the tax basis of the assets and liabilities, using enacted tax rates. Our management regularly reviews deferred tax assets, taking into consideration historical operating results and probable term and level of future taxable profits, along with future available tax planning strategies. There are uncertainties regarding the interpretation of complex tax regulations and the amount and time of future taxable profit. Given the long term nature and complexity of existing contractual instruments, differences between actual results and assumptions, or future changes in these assumptions could require future adjustments to amounts previously recorded.

Business Combination. We have accounted for business combinations using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on the fair value on the acquisition date. Costs directly attributable to the acquisition are accounted for as expenses when incurred. The assets acquired and liabilities assumed are measured at fair value, classified and allocated according to the

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contractual terms, economic circumstances and relevant conditions on the acquisition date. Goodwill is measured as the excess of consideration transferred in relation to net assets acquired at fair value. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill and Intangible Assets. We allocate goodwill and intangible assets (such as certain slots and routes) with indefinite lives acquired through business combinations for impairment testing purposes to a single cash-generating unit. We are required to test goodwill for impairment annually or sooner if we experience indicators of impairment, by comparing the carrying amount to the recoverable amount of the cash-generating unit level that has been measured on the basis of its value-in-use. We make these impairment tests by applying cash flow projections in the functional currency based on our approved business plan covering a five-year period. Considerable judgment is necessary to evaluate the impact of operating and macroeconomic changes to estimate future cash flows and to measure the recoverable amount. Assumptions in our impairment evaluations are consistent with internal projections and operating plans. Airport operating rights which were acquired as part of the TRIP Acquisition were capitalized at fair value on the acquisition date, and are not amortized. These rights are considered to have indefinite useful lives due to several factors, including requirements for necessary permits to operate within Brazil and limited landing rights availability in Brazil’s most important airports in terms of traffic volume. The carrying values of the airport operating rights are reviewed for impairment at each reporting date, and are subject to impairment testing when events or changes in circumstances indicate that carrying values may not be recoverable. At December 31, 2013 and September 30, 2014, no impairment on goodwill and other intangible assets was recognized.

Results of Operations

General. We believe we have created a robust network of profitable routes by stimulating demand through frequent and affordable air service. We select routes that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We believe we can continue expanding our domestic network while simultaneously leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States.

Our leading revenue performance and competitive cost structure gave us Adjusted EBITDAR margin for the nine months ended September 30, 2014 of 22.7%.

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The following chart includes certain operating information that evidences our growth between 2008 through September 30, 2014:

					Total Aircraft at End of Period
As of	Cities Served		FTEs		Owned		Leased		Total(1)
December 31, 2008		3		712		3		2		5
December 31, 2009		15		1,541		8		6		14
December 31, 2010		27		2,940		15		13		28
March 30, 2011		33		3,374		17		15		32
June 30, 2011		38		3,679		19		19		38
September 30, 2011		40		4,002		19		24		43
December 31, 2011		42		4,323		22		27		49
March 30, 2012		47		4,803		25		30		55
June 30, 2012		49		5,072		27		28		55
September 30, 2012		50		5,196		29		27		56
December 31, 2012(2)		98		8,914		56		71		127
March 31, 2013		103		9,035		58		72		130
June 30, 2013		102		9,261		58		73		131
September 30, 2013		99		9,605		58		73		131
December 31, 2013		101		9,848		57		80		137
March 31, 2014		104		9,998		56		82		138
June 30, 2014		100		10,333		56		85		141
September 30, 2014		103		10,607		56		89		145

(1) Includes aircraft held under finance and operating leases. We do not record aircraft held under operating leases as assets in our balance sheet.

(2) Includes operating information resulting from the TRIP Acquisition since November 30, 2012.

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Comparison of the nine months ended September 30, 2014 to the nine months ended September 30, 2013

	For the Nine Months Ended September 30,
	2014			2013			Percent Change
	Unaudited			Unaudited
	(in thousands of reais)
Operating revenue:
Passenger revenue		3,762,420			3,437,087			9.5	%
Other revenue		481,464			392,323			22.7	%
Total operating revenue		4,243,884			3,829,410			10.8	%
Operating expenses:
Aircraft fuel		(1,435,959	)		(1,308,181	)		9.8	%
Salaries, wages and benefits		(739,340	)		(584,850	)		26.4	%
Aircraft and other rent		(485,337	)		(379,542	)		27.9	%
Landing fees		(232,931	)		(208,863	)		11.5	%
Traffic and customer servicing		(171,390	)		(152,755	)		12.2	%
Sales and marketing		(175,397	)		(155,425	)		12.8	%
Maintenance materials and repairs		(269,782	)		(252,728	)		6.7	%
Depreciation and amortization		(151,212	)		(147,703	)		2.4	%
Other operating expenses		(327,657	)		(310,998	)		5.4	%
Total operating expenses		(3,989,005	)		(3,501,045	)		13.9	%
Operating income		254,879			328,365			(22.4	%)
Financial result:
Financial income		27,665			15,705			76.2	%
Financial expense		(320,260	)		(231,031	)		38.6	%
Derivative financial instruments, net		(1,242	)		(8,353	)		(85.1	%)
Foreign currency exchange, net		(28,585	)		(72,355	)		(60.5	%)
Net income(loss) before income tax and social contribution		(67,543	)		32,331			109	%
Income tax and social contribution		—			(57,014	)		—
Deferred income tax and social contribution		4,375			4,477			(2.3	%)
Net Income (loss) for the period		(63,168	)		(20,206	)		212.6	%
Basic loss per common share(1)—R$		(0.01	)		(0.01	)
Diluted loss per common share(1)—R$		(0.01	)		(0.01	)
Basic loss per preferred share(1)—R$		(0.68	)		(0.23	)
Diluted loss per preferred share(1)—R$		(0.66	)		(0.22	)

(1) Reflects a conversion ratio of 75.0 common shares to 1.0 preferred share.

During the nine months ended September 30, 2014, our operating income was R$254.9 million. Excluding non-recurring expenses of R$54.9 million related to the TRIP Acquisition and pre-operational expenses of R$12.9 million related to the start-up of international operations, operating income amounted to R$322.7 million, representing a margin of 7.6%, compared to R$328.4 million during the nine months ended September 30, 2013. This decrease was mostly due to the 7.9% depreciation of the real against the U.S. dollar, which affected primarily our aircraft rent expenses and fuel expenses.

Net loss totaled R$63.2 million for the nine months ended September 30, 2014 compared to a net loss of R$20.2 million for the same period in 2013.

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The table below sets forth the breakdown of our operating revenues and expenses on a per ASK basis for the periods indicated:

	For the Nine Months Ended September 30,
	2014		2013		Percent Change
	(per ASK in R$ cents)
Operating revenue:
Passenger revenue		26.03		24.43		6.6
Other revenue		3.33		2.79		19.5
Total operating revenues		29.37		27.21		7.9
Operating expenses:
Aircraft fuel		9.94		9.30		6.9
Salaries, wages and benefits		5.12		4.16		23.1
Aircraft and other rent		3.36		2.70		24.5
Landing fees		1.61		1.48		8.6
Traffic and customer servicing		1.19		1.09		9.2
Sales and marketing		1.21		1.10		9.9
Maintenance materials and repairs		1.87		1.80		3.9
Depreciation and amortization		1.05		1.05		-0.3
Other operating expenses		2.27		2.21		2.6
Total operating expenses		27.60		24.88		10.9

Operating Revenue

Operating revenue increased 10.8%, or R$414.5 million, from R$3,829.4 million in the nine months ended September 30, 2013 to R$4,243.9 million in the nine months ended September 30, 2014, primarily due (i) a 9.5% increase in passenger revenues and (ii) a 22.7% increase in other revenues.

Passenger Revenue

The R$325.3 million, or 9.5% increase in passenger revenues in the nine months ended September 30, 2014 compared to the same period in 2013 was mainly attributable to (i) a 6.6% increase in passenger revenue per ASK (PRASK), and (ii) a 2.7% increase in capacity, as measured by ASKs. This improvement in passenger revenue was despite the fact that, during the month of July 2014, lower leisure traffic reduced passenger revenue by 4.0% in terms of RPKs as many Brazilian families decided to stay home during the winter school holidays as a result of the World Cup.

Other revenue

The R$89.1 million, or 22.7% increase in other revenue was mainly due to (i) a 17.7% increase in passenger related ancillary revenue, and (ii) a 19.8% increase in cargo revenue due to the introduction of cargo services in new markets and higher demand for overnight deliveries. Other revenue per passenger increased 15.7% from R$26.5 in the nine months ended September 30, 2013 to R$30.6 in the same period in 2014.

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The table below presents our passenger revenues and selected operating data for the periods indicated:

	For the Nine Months Ended September 30,
	2014			2013			Percent Change
Passenger revenues (in millions of reais)		3,762			3,437			9.5	%
Available seat kilometers (ASKs) (millions)		14,452			14,071			2.7	%
Load factor (%)		79.7	%		78.7	%		1.0p.p.
Passenger revenue per ASK (cents)		26.03			24.43			6.58	%
Operating revenue per ASK (cents)		29.37			27.21			7.9	%
Yield per passenger kilometer (cents)		32.67			31.03			5.3	%
Number of departures		206,399			206,291			0.1	%
Block hours		313,243			308,781			1.4	%
Average fare (in reais)		240.08			231.59			3.7	%
Stage length (kilometers)		718			725			-1.0	%
Passengers		15,671,474			14,841,504			5.6	%

Operating Expenses

Operating expenses increased 13.9%, or R$488.0 million, from R$3,501.0 million in the nine months ended September 30, 2013 to R$3,989.0 million in the nine months ended September 30, 2014 mainly due to (i) one-time expenses of R$54.9 million related to the TRIP Acquisition, (ii) pre-operational expenses of R$12.9 million related to the start-up of international operations, (iii) a 27.9% increase in aircraft and other rent expenses mostly related to the addition of 16 aircraft under operating leases during the twelve months ended September 30, 2014, and (iv) the 7.9% average depreciation of the real against the U.S. dollar, which affected primarily our aircraft rent expenses and aircraft fuel.

Aircraft fuel. Aircraft fuel expense increased 9.8%, or R$127.8 million, in the nine months ended September 30, 2014 compared to the same period in 2013, mainly due (i) a 6.6% increase in jet fuel prices from an average of R$2.34 per liter in the nine months ended September 30, 2013 to an average of R$2.50 per liter during the same period in 2014, and (ii) a 2.7% ASK growth during the nine months ended September 30, 2014. On a per ASK basis, aircraft fuel increased 6.9%, mostly due to the reasons above.

Salaries, wages and benefits. Salaries, wages and benefits increased 26.4%, or R$154.5 million, in the nine months ended September 30, 2014 compared to the same period in 2013, due to (i) one-time settlement expenses of R$48.1 million related to settlement agreements reached with pilots and flight attendants in connection with the TRIP Acquisition recorded during the nine months ended September 30, 2014, (ii) pre-operational expenses of R$7.6 million related to hiring and training of pilots and flight attendants in preparation for the commencement of our international operations in December of 2014, (iii) a 5.6% scheduled increase in salaries as a result of collective bargaining agreements with labor unions applicable to all airline employees in Brazil during the nine months ended September 30, 2014, and (iv) an increase in the number of crewmembers from 9,605 as of September 30, 2013 to 10,607 as of September 30, 2014.

Aircraft and other rent. Aircraft and other rent, which are mostly incurred in U.S. dollars, increased 27.9%, or R$105.8 million, in the nine months ended September 30, 2014 compared to the same period in 2013, primarily due to (i) R$53.5 million related to the increase in the number of aircraft under operating leases from 73 as of September 30, 2013 to 89 as of September 30, 2014, and (ii) the 7.9% average depreciation of the real against the U.S. dollar during the nine month period ended September 30, 2014 compared to the same period last year. Aircraft and other rent per ASK increased 24.5% in the nine months ended September 30, 2014 compared to the same period in 2013 for the same reasons.

Landing fees. Landing fees increased 11.5%, or R$24.1 million, in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to (i) the implementation of

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connection fees charged to passengers connecting at domestic airports, effective July 2013, representing an increase in connection fee expenses of R$11.1 million during the nine months ended September 30, 2014, and (ii) an increase in navigation fees of R$12.1 million. Landing fees per ASK increased 8.6% mainly due to the increase in fees.

Traffic and customer servicing. Traffic and customer servicing expenses increased 12.2%, or R$18.6 million, in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to a 17.0% increase in ground handling fees, related to an increase in ramp employees hazard pay negotiated with their union starting in April 2014. On a per ASK basis, traffic and customer servicing expense increased 9.2%.

Sales and marketing. Sales and marketing expenses increased 12.8%, or R$20.0 million, in the nine months ended September 30, 2014 compared to the to the nine months ended September 30, 2013, primarily due to a 10.8% increase in operating revenues, which led to an increase in credit card processing fee expenses and commissions for travel agencies of R$16.0 million. Sales and marketing per ASK as a percentage of revenues remained flat at 4.1% during the nine months ended September 30, 2014 compared to the same period in 2013. On a per ASK basis, sales and marketing expenses increased 9.9% for the same reasons.

Maintenance, materials and repairs. Maintenance, materials and repairs increased 6.7%, or R$17.1 million, in the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to the 7.9% average depreciation of the real against the U.S. dollar, which increased amounts due under third-party contracts denominated in U.S. dollars, partially offset by a lower number of engine removals in the first nine months ended September 30, 2014 compared to the same period in 2013. On a per ASK basis, maintenance, materials and repairs increased 3.9%.

Depreciation and amortization. Depreciation and amortization increased 2.4%, or R$3.5 million, in the nine months ended September 30, 2014 compared to the same period in 2013 primarily due additional depreciation as a result of the acquisition of one E-Jet under debt financing over the last twelve months. Depreciation and amortization per ASK decreased 0.5%.

Other operating expenses. Other operating expenses increased 5.4%, or R$16.7 million, in the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to (i) a R$15.0 million write-off to reflect an adjustment in inventory count during the third quarter of 2014, and (ii) an increase in transportation and meal expenses for crewmembers in the amount of R$15.0 million as a result of a 2.3% increase in ASKs. This increase was partly offset by (i) a R$2.2 million reduction in passenger re-allocation expenses relating to flight delays and cancelations and contingencies due to our improved operational performance during the nine months ended September 30, 2014 and (ii) a R$5.1 million reduction in losses due to certain fraudulent credit card transactions as a result of investments made by us to prevent such fraud. Other operating expenses per ASK increased 2.7% mainly due to the adjustment of our inventory accounting records.

Financial Result

Financial income. Financial income increased 76.2%, or R$12.0 million, in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013, mostly due to an increase in cash and cash equivalents, short-term investments, and restricted investments (current and non-current) from R$378.2 million as of September 30, 2013 to R$913.7 million as of September 30, 2014, and (ii) higher interest rates earned on investments as a result of an increase of the average CDI interest rate from 7.6% in the nine months ended September 30, 2013 to 10.7% during the same period in 2014.

Financial expenses. Financial expenses increased 38.6%, or R$89.2 million, in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 mostly due to (i) the 7.9% average depreciation of the real against the U.S. dollar, as 40.5% of our total loans and financing was denominated in

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U.S. dollars as of September 30, 2014 compared to 38.2% as of September 30, 2013, (ii) a 7.3% increase in total loans and financing from R$3,142.7 million outstanding as of September 30, 2013 to R$3,371.0 million outstanding as of September 30, 2014, and (iii) an increase of the average CDI interest rate from 7.6% in the nine months ended September 30, 2013 to 10.7% during the same period in 2014.

Derivative financial instruments, net. In the nine months ended September 30, 2013 and September 30, 2014, we had a loss of R$8.4 million and a loss of R$1.2 million, respectively, mainly resulting from U.S. dollar derivative instruments used to hedge our foreign exchange exposure resulting from U.S. dollar denominated financial expenses.

Foreign currency exchange, net. The net translation loss on our assets and liabilities when remeasured into reais amounted for a loss of R$28.6 million in the nine months ended September 30, 2014, and R$72.4 million at September 30, 2013. This line item reflects the portion of our assets and liabilities denominated in U.S. dollars, primarily our aircraft financing facilities which increased due to the expansion of our fleet and the currency exchange movements that occur on a period-to-period basis, and has limited impact on our cash position.

Comparison of the year ended December 31, 2013 to the year ended December 31, 2012

	For the Years Ended December 31,
	2013			2012			Percent Change
	(in thousands of reais)
Operating revenue:
Passenger revenue		4,667,542			2,454,651			90.2
Other revenue		566,613			262,704			115.7
Total operating revenue		5,234,155			2,717,355			92.6
Operating expenses:
Aircraft fuel		(1,779,300	)		(1,073,261	)		65.8
Salaries, wages and benefits		(803,331	)		(510,435	)		57.4
Aircraft and other rent		(532,498	)		(229,393	)		132.1
Landing fees		(285,709	)		(156,468	)		82.6
Traffic and customer servicing		(206,459	)		(130,076	)		58.7
Sales and marketing		(207,759	)		(131,708	)		57.7
Maintenance materials and repairs		(331,725	)		(126,817	)		161.6
Depreciation and amortization		(200,067	)		(106,013	)		88.7
Other operating expenses		(419,065	)		(244,543	)		71.4
		(4,765,913	)		(2,708,714	)		75.9
Operating income		468,242			8,641			5,318.8
Financial result:
Financial income		61,692			9,715			535.0
Financial expense		(316,462	)		(162,675	)		94.5
Derivative financial instruments, net		(12,027	)		10,009			—
Foreign currency exchange, net		(105,262	)		(37,659	)		179.5
Income (loss) before income tax and social contribution		96,183			(171,969	)		(155.9	)
Income tax and social contribution		(81,437	)		—			—
Deferred income tax and social contribution		5,965			1,127			429.3
Income (loss) for the year		20,711			(170,842	)		(112.5	)
Basic and diluted income (loss) per common share(1):		0.01			(0.03	)
Basic and diluted income (loss) per preferred share(1):		0.23			(2.53	)

(1) Reflects a conversion ratio of 75.0 common shares to 1.0 preferred share.

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We reported operating income of R$468.2 million in 2013 compared to R$8.6 million in 2012. Our operating margin in 2013 improved substantially to 8.9% compared to an operating margin of 0.3% in 2012. This increase was mostly driven by revenue synergies generated by the expansion of our network through the TRIP Acquisition in 2012, as well as gains of economies of scale and improved operating efficiency.

Our net income was R$20.7 million in 2013 compared to a net loss of R$170.8 million in 2012 despite the effect of the foreign currency exchange losses, which are mostly non-cash, of R$105.3 million and R$37.7 million in 2013 and 2012, respectively.

The table below sets forth the breakdown of our operating revenues and expenses on a per ASK basis for the periods indicated:

	For the Years Ended December 31,
	2013		2012		Percent Change
	(per ASK in R$ cents)
Operating revenue:
Passenger revenue		24.69		21.35		15.6
Other revenue		3.00		2.29		31.1
Total operating revenues		27.69		23.64		17.1
Operating expenses:
Aircraft fuel		9.41		9.34		0.8
Salaries, wages and benefits		4.25		4.44		(4.3	)
Aircraft and other rent		2.82		2.00		41.1
Landing fees		1.51		1.36		11.0
Traffic and customer servicing		1.09		1.13		(3.5	)
Sales and marketing		1.10		1.15		(4.1	)
Maintenance materials and repairs		1.75		1.10		59.0
Depreciation and amortization		1.06		0.92		14.7
Other operating expenses		2.22		2.13		4.2
Total operating expenses		25.21		23.56		7.0

Operating Revenue

Operating revenue increased 92.6%, or R$2,516.8 million, from R$2,717.4 million in 2012 to R$5,234.2 million in 2013, primarily due to (i) a 90.2% increase in passenger revenues and (ii) a 115.7% increase in other revenues, both of which were mostly driven by the TRIP Acquisition and, to a lesser extent, our organic growth.

Passenger Revenues

The R$2,212.9 million, or 90.2% increase in passenger revenues in 2013 compared to 2012 was mainly attributable to (i) a 64.5% increase in capacity, as measured by ASKs, and (ii) a 15.6% increase in PRASK. This increase was partially offset by a new tax applicable to gross revenues at a rate of 1%, equivalent to R$48.9 million, effective January 2013 as part of a government incentive package (Brasil Maior), levied in lieu of other higher taxes previously affecting our salaries, wages and benefits (see “—Salaries, wages and benefits” below). Capacity increased primarily due to the increase in the average number of aircraft in service from 60.7 in 2012 to 130.6 in 2013. The increase in PRASK was primarily due to a year-over-year increase in average fares of 11.1% in 2013, driven by a reduction of 6.8% in the average stage length in 2013 compared to 2012, the increase in our network connectivity and entrance into higher yield markets such as Guarulhos, as result of the TRIP Acquisition, and a slightly higher load factor of 79.1% in 2013 compared to 78.8% in 2012.

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Other revenue

The R$303.9 million, or 115.7% increase in other revenue was mainly due to an increase in capacity as well as a 117% increase in passenger related ancillary revenue. On a per ASK basis, other revenue increased 31.1% mostly due to an increase in passenger related fees and higher cargo and travel package related sales as a result of the 71.2% increase in the number of passengers and our network growth as a result of the TRIP Acquisition. Other revenues per passenger increased 26% from R$22.4 in 2012 to R$28.2 in 2013.

The table below presents our passenger revenues and selected operating data for the periods indicated:

	For the Years Ended December 31,
	Unaudited						Percent Change
	2013			2012
Passenger revenues (in millions of reais)	$	4,668		$	2,455			90.2
Available seat kilometers (ASKs) (millions)		18,906			11,495			64.5
Load factor (%)		79.1	%		78.8	%		0.3 p.p.
Passenger revenue per ASK (cents)		24.69			21.35			15.6
Operating revenue per ASK (cents)		27.69			23.64			17.1
Yield per passenger kilometer (cents)		31.20			27.09			15.2
Number of departures		275,976			143,363			92.5
Block hours		414,660			220,184			88.3
Average fare (in reais)		232.67			209.46			11.1
Stage length (kilometers)		725			778			(6.8	)
Passengers		20,061,743			11,718,784			71.2

Operating Expenses

Operating expenses increased 75.9%, or R$2,057.2 million, from R$2,708.7 million in 2012 to R$4,765.9 million in 2013 mainly due to a 92.5% increase in the number of departures, mostly driven by the TRIP Acquisition. Operating expenses were also impacted by (i) a 10.5% average depreciation of the real against the U.S. dollar, which affects our dollar-denominated expenses including aircraft fuel, aircraft rent and maintenance, and (ii) an increase in other operating expenses mostly driven by the TRIP Acquisition. These increases in our operating expenses were partially offset by a decrease in the number of end-of-period FTEs per operating aircraft from 76 in 2012 to 74 in 2013.

Aircraft fuel. Aircraft fuel expense increased 65.8%, or R$706.0 million in 2013 compared to 2012, mainly due to a 88.3% increase in block hours from 220.2 thousand in 2012 to 414.6 thousand in 2013 primarily due to a 92.5% increase in the number of departures. This was partially offset by a 15.2% decrease in average fuel burn, primarily due to an increase in the percentage of our block hours flown by ATR aircraft, which have better fuel consumption when compared to E-Jets, from 16.6% in 2012 to 33.6% in 2013. On a per ASK basis, aircraft fuel expense increased 0.8% due to a 3.6% increase in fuel prices, from an average of R$2.3 per liter in 2012 to an average of R$2.4 per liter in 2013, and due to a 6.8% decrease in average stage length.

Salaries, wages and benefits. Salaries, wages and benefits increased 57.4%, or R$292.9 million, in 2013 compared to 2012, due to (i) a 64.5% increase in the number of ASKs, and (ii) a 6.0% increase in salaries as a result of collective bargaining agreements with labor unions applicable to all airline employees in Brazil. Salaries, wages and benefits per ASK decreased 4.3% as a result of economies of scale generated by the increase of our network due to the TRIP Acquisition, leading to a decrease in the number of end-of-period FTEs per operating aircraft from 76 as of December 31, 2012 to 74 as of December 31, 2013, and the elimination of a 20% social security payroll charge as of January, 2013, which was approved by the Brazilian government in 2012 as part of an economic incentive package (Brasil Maior).

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Aircraft and other rent. Aircraft and other rent, which is denominated in U.S. dollars, increased 132.1%, or R$303.1 million, in 2013 compared to 2012, principally due to (i) an increase in the number of aircraft under operating leases from 71 as of December 31, 2012 to 80, representing an additional US$ 108.7 million as of December 31, 2013 and (ii) the 10.5% average depreciation of the real against the U.S. dollar in 2013 compared to 2012. Aircraft and other rent per ASK increased 41.1% in 2013 compared to 2012, mainly due to the same factors coupled with a 6.8% reduction in average stage length.

Landing fees. Landing fees increased 82.6%, or R$129.2 million, in 2013 compared to 2012, primarily due to a 92.5% increase in the number of departures and an increase in government-imposed terminal and navigation fees starting in April 2012 as well as the introduction of connecting fees for all privatized airports starting in July 2013. Landing fees per ASK increased 11.0%, primarily due a decrease of 6.8% in average stage length and fee increases.

Traffic and customer servicing. Traffic and customer servicing expenses increased 58.7%, or R$76.4 million, in 2013 compared to 2012 primarily due to the 92.5% increase in the number of departures. On a per ASK basis, traffic and customer servicing expense decreased 3.5%, mainly due to improved contractual terms following negotiations with our suppliers, which was partially offset by 6.2% decrease in average stage length.

Sales and marketing. Sales and marketing expenses increased 57.7%, or R$76.1 million, in 2013 compared to 2012 due to (i) a 90.2% increase in passenger revenues, which led to a 92.7% increase in credit card processing fee expenses, (ii) a 47.3 % increase in commissions to travel agencies, and (iii) a 36.6% increase in advertising expenses. Sales and marketing per ASK decreased 4.1% as a result of gains of economies of scale related to the TRIP Acquisition. As a percentage of passenger revenues, sales and marketing decreased from 5.4% in 2012 to 4.5% in 2013, due to more favorable contractual terms with credit card companies starting in May 2013 and our ability to leverage low cost innovative marketing and advertising techniques.

Maintenance, materials and repairs. Maintenance, materials and repairs increased 161.6%, or R$204.9 million, in 2013 compared to 2012 primarily due to (i) the increase in our fleet, mainly due to the TRIP Acquisition and, to a lesser extent, organic expansion, from an average of 60.7 aircraft in service in 2012 to 130.0 in 2013, (ii) maintenance expenses for the redelivery of four E-Jets and nine ATRs as part of our fleet standardization process following the TRIP Acquisition, and (iii) the 10.5% average depreciation of the real against the U.S. dollar, which increased amounts due under third-party contracts denominated in U.S. dollars. Maintenance, materials and repairs per ASK increased 59.0% primarily due to the same reasons described above.

Depreciation and amortization. Depreciation and amortization increased 88.7%, or R$94.1 million, in 2013 compared to 2012 primarily due to an increase in the average number of owned aircraft and finance leases from 29.0 in 2012 to 57.2 in 2013 due to the TRIP Acquisition. Depreciation and amortization per ASK increased 14.7% mainly due to the reasons above and the 6.2% decrease in average stage length.

Other operating expenses. Other operating expenses increased 71.4%, or R$174.5 million, in 2013 compared to in 2012 primarily due to an increase of 93.5% in number of departures and the 10.5% average depreciation of the real against the U.S. dollar. Other operating expenses per ASK increased 4.2%, primarily due to the 6.8% decrease in average stage length.

Financial Result

Financial income. Financial income increased 535.0%, or R$52.0 million, in 2013 compared to 2012, mostly due to (i) an increase in our position of cash and cash equivalents, short-term investments and restricted investments from R$467.4 million at December 31, 2012 to R$814.4 million at December 31, 2013, and (ii) a R$17.9 million increase related to the variation in the fair value of our contingent liability to TRIP’s Former Shareholders, which is based on our enterprise value. The contingent liability to TRIP’s Former Shareholders was extinguished on December 27, 2013.

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Financial expenses. Financial expenses increased 94.5%, or R$153.8 million, in 2013 compared to 2012 mostly due to (i) a 51.6% increase in our average loan balance from R$2,049.0 million in 2012 to R$3,014.6 million in 2013, as a result of the TRIP Acquisition, and (ii) the 10.5% average depreciation of the real against the U.S. dollar as 40.9% and 35.4% of our current and noncurrent loans and financing as of December 31, 2013 and 2012, respectively, is denominated in U.S. dollars. These increases were partially offset by lower average interest rates applicable to (i) working capital loans and aircraft financing agreements denominated in reais, which decreased from 8.4% in 2012 to 8.0% in 2013, and (ii) our aircraft financing, particularly such financing indexed to LIBOR, the three-month average of which decreased to 0.3% in 2013 from 0.4% in 2012.

Derivative financial instruments, net. Losses in derivative financial instruments amounted to R$12.0 million in 2013 mainly as a result of U.S. dollar derivative instruments used to protect our foreign exchange exposure resulting from U.S. dollar denominated financial expenses. In 2012, we had a gain of R$10.0 million related to U.S. dollar derivative instruments used to protect our foreign exchange exposure.

Foreign currency exchange, net. The net foreign currency exchange loss on our assets and liabilities when remeasured into reais amounted to R$105.3 million in 2013, and has limited impact on our cash position. In 2012, we had a net non-cash foreign currency exchange loss of R$37.7 million. This line item reflects the portion of our assets and liabilities denominated in U.S. dollars, primarily our aircraft financing facilities which increased due to the expansion of our fleet and the currency exchange movements that occur on a period-to-period basis.

Income tax and social contribution. For the year ended December 31, 2013, income tax and social contributions totaled R$81.4 million compared to R$0 in the prior year, due to the fact that we generated taxable income for the year ended December 31, 2013.

Year ended December 31, 2012 compared to year ended December 31, 2011

	For the Years Ended December 31,
	2012			2011			Percent Change
	(in thousands of reais)
Operating revenue:
Passenger revenue		2,454,651			1,558,256			57.5
Other revenue		262,704			162,971			61.2
Total operating revenue		2,717,355			1,721,227			57.9
Operating expenses:
Aircraft fuel		(1,073,261	)		(684,442	)		56.8
Salaries, wages and benefits		(510,435	)		(345,511	)		47.7
Aircraft and other rent		(229,393	)		(109,069	)		110.3
Landing fees		(156,468	)		(78,016	)		100.6
Traffic and customer servicing		(130,076	)		(96,054	)		35.4
Sales and marketing		(131,708	)		(93,498	)		40.9
Maintenance materials and repairs		(126,817	)		(60,915	)		108.2
Depreciation and amortization		(106,013	)		(87,541	)		21.1
Other operating expenses		(244,543	)		(141,085	)		73.3
		(2,708,714	)		(1,696,131	)		59.7
Operating income (loss)		8,641			25,096			(65.6	)
Financial result:
Financial income		9,715			13,360			(27.3	)
Financial expense		(162,675	)		(114,373	)		42.2
Derivative financial instruments, net		10,009			3,402			194.2
Foreign currency exchange, net		(37,659	)		(32,936	)		14.3
Net income (loss) before income tax and social contribution		(171,969	)		(105,451	)		63.1
Deferred income tax and social contribution		1,127			—			—
Net Income (loss) for the year		(170,842	)		(105,451	)		62.0

(1) Reflects a conversion ratio of 75.0 common shares to 1.0 preferred share.

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For the year ended December 31, 2012, we reported an operating income of R$8.6 million, a decrease of R$16.5 million compared to R$25.1 million in 2011. This was mainly due to one-time expenses of R$34.0 million in connection with the TRIP Acquisition. Excluding these one-time expenses, operating income amounted to R$42.6 million (including the contribution of TRIP starting November 30, 2012). Operating income was also affected by (i) the 16.7% average depreciation of the real against the U.S. dollar, which affected primarily our aircraft and other rent expenses and (ii) a 12.7% increase in jet fuel prices which affected our operating income by R$121.0 million. We reported a net loss of R$170.8 million in 2012 compared to R$105.5 million for 2011, of which 7.2% was due to foreign exchange conversion losses, which have limited impact on our cash position. We did not recognize a current income tax provision for the years ended December 31, 2012 and 2011, as we did not generate taxable income in either year.

The table below sets forth the breakdown of our operating expenses on a per ASK basis for the periods indicated:

	For the Years Ended December 31,
	2012		2011		Percent Change
	(per ASK in R$ cents)
Operating revenues:
Passenger revenue		21.35		18.12		17.8
Other revenue		2.29		1.90		20.6
Total operating revenues		23.64		20.02		18.1
Operating expenses:
Aircraft fuel		9.34		7.96		17.3
Salaries, wages and benefits		4.44		4.02		10.5
Aircraft and other rent		2.00		1.27		57.3
Landing fees		1.36		0.91		50.0
Traffic and customer servicing		1.13		1.12		1.3
Sales and marketing		1.15		1.09		5.4
Maintenance materials and repairs		1.10		0.71		55.7
Depreciation and amortization		0.92		1.02		(9.4	)
Other operating expenses		2.13		1.64		29.7
Total operating expenses		23.56		19.73		19.5

Operating Revenues

Operating revenues increased 57.9%, or R$996.2 million, from R$1,721.2 million in 2011 to R$2,717.4 million in 2012, primarily due to (i) a 57.5% increase in passenger revenues and (ii) a 61.2% increase in other revenues.

Passenger Revenues

The R$896.4 million increase in passenger revenue in 2012 compared to 2011 was mainly attributable to (i) a 33.7% increase in capacity, as measured by ASKs, and (ii) a 18.1% increase in RASK. Capacity increased primarily due to a 63.7% increase in the average number of aircraft in service from 36.0 in 2011 to 59.0 in 2012. The increase in RASK was primarily due to an increase in yield of 21.2% in 2012, driven by the growth of our network and a 9.7% increase in average fares. Passenger revenues in 2012 included R$154.6 million related to TRIP. Excluding this amount, our passenger revenues for the year ended December 31, 2012 increased 47.6% to R$2,300.0 million.

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Other revenues

The R$99.7 million, or 61.2% increase in other revenues was mainly due to the increase in capacity as well as an increase in passenger related ancillary revenue of 71.9%. On a per ASK basis, other revenues increased 20.6%, mostly due to the increase in passenger related ancillary revenue. Other revenues per passenger increased 12.3% from R$19.97 in 2011 to R$22.42 in 2012. Other revenues in 2012 included R$9.5 million related to TRIP. Excluding this amount, our other revenues for the year ended December 31, 2012 increased 55.3% to R$253.1 million.

The table below presents our passenger revenues and selected operating data for the periods indicated:

	For the Years Ended December 31,
	2012			2011			Percent Change
Passenger revenues (in millions of reais)		2,455			1,558			57.5
Available seat kilometers (ASKs) (billions)		11,495			8,598			33.7
Load factor (%)		78.8	%		81.1	%		(2.3	)p.p.
Passenger revenue per ASK (cents)		21.35			18.12			17.8
Operating revenue per ASK (cents)		23.64			20.02			18.1
Yield per passenger kilometer (cents)		27.09			22.35			21.2
Number of departures		143,363			92,343			55.3
Block hours		220,184			150,543			46.3
Average fare (in reais)		209.46			190.93			9.7
Stage length (kilometers)		778			859			(9.4	)
Passengers		11,718,784			8,161,458			43.6

Operating Expenses

Operating expenses increased 59.7%, or R$1,012.6 million, from R$1,696.1 million in 2011 to R$2.708,7 million in 2012 primarily due to (i) a 55.3% increase in the number of departures, (ii) a 12.7% increase in fuel costs, from R$2.03 per liter in 2011 to R$2.29 per liter in 2012, (iii) in 2012, one-time operating expenses involved in the TRIP Acquisition and resulting integration costs in the amount of R$39.9 million and (iv) the 16.7% average depreciation of the real against the U.S. dollar, which affects some of our expense line items such as aircraft rent and maintenance. Increases in our operating expenses were partially offset by reductions in fuel burn and in the average number of end-of-period FTEs per operating aircraft. Operating expenses in 2012 included R$139.8 million related to TRIP. Excluding this amount, our operating expenses increased 51.5% in 2012 for the reasons explained above.

Aircraft fuel. Aircraft fuel expense increased 56.8%, or R$388.8 million in 2012 compared to 2011, mainly due to (i) a 46.3% increase in block hours from 150.5 thousand in 2011 to 220.2 thousand in 2012, primarily due to a 55.3% increase in the number of departures, (ii) a 12.7% increase in jet fuel prices, from an average of R$2.03 per liter in 2011 to an average of R$2.29 per liter in 2012, and (iii) a 9.4% reduction in average stage length from 2011 to 2012, which collectively resulted in a 17.3% increase in our aircraft fuel per ASK. This was partially offset by a 4.9% decrease in average fuel burn, primarily due to an increase in the percentage of our block hours flown by ATR aircraft from 8.2% in 2011 to 16.9% in 2012, which have better fuel consumption when compared to E-Jets, as well as measures to optimize fuel consumption initiated throughout 2012, such as reducing taxi time, taxiing using one engine only and managing the aircraft’s load balance. Aircraft fuel in 2012 included R$47.3 million related to TRIP. Excluding this amount, our aircraft fuel expenses increased 49.9% in 2012 compared to 2011 for the same reasons.

Salaries, wages and benefits. Salaries, wages and benefits increased 47.7%, or R$164.9 million in 2012 compared to 2011, due to (i) a 55.3% increase in the number of departures, of which 77.2% resulted from the organic growth of our operations and 19.0% resulted from the TRIP Acquisition, (ii) a 42.1% increase in the average number of employees from 4,323 in 2011 to 8,914 in December 2012, 3,610 of which are former TRIP’s

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employees and (iii) a 6.0% scheduled increase in salaries as a result of collective bargaining agreements with labor unions applicable to all airline employees in Brazil. Salaries, wages and benefits per ASK increased 10.5% as a result of such scheduled increase in salaries and a reduction in average stage length of 9.5%. Salaries, wages and benefits in 2012 included R$31.4 million related to TRIP. Excluding this amount, our salaries, wages and benefits increased 38.7% in 2012 compared to 2011.

Aircraft and other rent. Aircraft and other rent, which are mostly incurred in U.S. dollars, increased 110.3%, or R$120.3 million, in 2012 compared to 2011, principally due to (i) an increase in the number of aircraft under operating leases from 27 as of December 31, 2011 to 71 as of December 31, 2012, accounting for an additional US$56.1 million and (ii) the 16.7% average depreciation of the real against the U.S. dollar in 2012. Aircraft and other rent per ASK increased 57.3% in 2012 compared to 2011, mainly due to the same factors coupled with a reduction in average stage length of 9.5%. Aircraft and other rent in 2012 included R$15.3 million related to TRIP. Excluding this amount, our aircraft and other rent increased 96.3%, or R$105.1 million in 2012 compared to 2011 for the same reasons.

Landing fees. Landing fees increased 100.6%, or R$78.5 million, in 2012 compared to 2011 primarily due to a 55.3% increase in the number of departures coupled with a 29.2% increase in landing fees per departure due to an increase in government-imposed terminal and navigation fees, the unit cost of which was increased by 150.0% and 15.0%, respectively, during the year. Landing fees per ASK increased 50.0% primarily due to these terminal and navigation fee increases and a decrease of 9.5% in average stage length. Landing fees in 2012 included R$7.4 million related to TRIP. Excluding this amount, our landing fees increased 91.0% in 2012 compared to 2011.

Traffic and customer servicing. Traffic and customer servicing expense increased 35.4%, or R$34.0 million, in 2012 compared to 2011 primarily due to a 55.3% increase in the number of departures, partially offset by more favorable commercial terms obtained through negotiations with our suppliers. This increase in the number of departures was enabled by an increase in our average operating fleet (from 36 in 2011 to 59 in 2012), which resulted in a 43.6% increase in passengers. On a per ASK basis, traffic and customer servicing expense increased 1.3% due to a 9.4% decrease in average stage length. Traffic and customer servicing in 2012 included R$7.1 million related to TRIP. Excluding this amount, our traffic and customer servicing expense increased 28.0%, or R$26.9 million, in 2012 compared to 2011 for the same reasons.

Sales and marketing. Sales and marketing expenses increased 40.9%, or R$38.2 million, in 2012 compared to 2011. This was mainly due to (i) a 57.5% increase in passenger revenues, which led to a 42.2% increase in credit card processing fee expenses and a 56.6% increase in commissions to travel agencies. Sales and marketing expenses per ASK increased 5.4% as a result of an increase of 9.7% in average fares and a reduction of 9.4% in average stage length, partially offset by lower advertising expenses. Advertising expenses increased by R$1.5 million as a result of brand awareness campaigns announcing our entrance into new markets. However, as a percentage of passenger revenues, sales and marketing expenses decreased from 6.0% in 2011 to 5.4% in 2012, due to our increased brand awareness and consequent decrease in advertising expenses. Sales and marketing expenses in 2012 included R$6.0 million related to TRIP. Excluding this amount, our sales and other marketing expenses increased 34.5% in 2012 compared to 2011.

Maintenance, materials and repairs. Maintenance, materials and repairs increased 108.2%, or R$65.9 million, in 2012 compared to 2011 primarily due to: (i) a 58.9% increase in our average number of aircraft, from 38.2 in 2011 to 60.7 in 2012, which generated additional expenses, and (ii) the 16.7% average depreciation of the real against the U.S. dollar, which increased amounts due under third-party contracts denominated in U.S. dollars. Maintenance, materials and repairs per ASK increased 55.7% primarily due to the depreciation of the real against the U.S. dollar and an increase in scheduled aircraft maintenance events in 2012. Maintenance, materials and repairs in 2012 included R$9.2 million related to TRIP. Excluding this amount, our maintenance, materials and repairs expenses increased 93.0% in 2012 compared to 2011.

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Depreciation and amortization. Depreciation and amortization increased 21.1%, or R$18.5 million, in 2012 compared to 2011 primarily due to an increase in the number of owned aircraft under finance leases and debt-financing from 22 as of December 31, 2011 to 56 as of December 31, 2012. Depreciation and amortization per ASK decreased 9.4% because of a higher increase in capacity of 33.7% compared to the increase in depreciation and amortization resulting mainly from the increase in the number of our operating leases as a percentage of our total lease mix. Depreciation and amortization in 2012 included R$6.9 million related to TRIP. Excluding this amount, our depreciation and amortization costs increased 13.3% in 2012 compared to 2011.

Other operating expenses. Other operating expenses increased 73.3%, or R$103.5 million, in 2012 compared to 2011 primarily due to (i) an increase of 55.3% in number of departures, (ii) one-time expenses in the amount of R$3.3 million related to the re-accommodation of passengers due to the closing of the runway at Campinas airport for two days due to an incident with an aircraft from a cargo company, and (iii) non-recurring transaction fee expenses of R$23.3 million related to the TRIP Acquisition. Other operating expenses per ASK increased 29.7%, as a result of these one-time expenses and the decrease of 9.5% in average stage length. Other operating expenses in 2012 included R$9.1 million related to TRIP. Excluding this amount, our other operating expenses increased 66.9% in 2012 compared to 2011.

Financial Result

Financial income. Financial income decreased 27.3%, or R$3.6 million, in 2012 compared to 2011, due to lower interest rates earned on our investments. Financial income in 2012 included R$0.2 million related to TRIP. Excluding this amount, our financial income decreased 28.7% in 2012 compared to 2011.

Financial expenses. Financial expenses increased 42.2%, or R$48.3 million, in 2012 compared to 2011 primarily due to: (i) additional aircraft financing (including additional finance loans related to ten new aircraft), the issuance of R$100 million in debentures on September 25, 2012, and working capital loans, which resulted in an average outstanding loan balance of R$1,815.8 million in 2012, compared to R$1,166.9 million in 2011 and (ii) the 16.7% average depreciation of the real against the U.S. dollar, which increased expenses generated by some of our aircraft-financing loans denominated in U.S. dollars. These increases were partially offset by lower average interest rates applicable to (i) working capital loans and aircraft financing agreements denominated in reais, which decreased from 11.6% in 2011 to 8.34% in 2012, and (ii) our aircraft financing, particularly those indexed to LIBOR, the three-month average of which increased to 0.43% in 2012 from 0.34% in 2011 (iii) one-time expenses of R$4.1 million related to TRIP Acquisition. Financial expenses in 2012 included R$7.7 million related to TRIP. Excluding this amount, our financial expense increased 35.5% in 2012 compared with 2011.

Derivative financial instruments, net. Gains in derivative financial instruments amounted to R$10.0 million in 2012, mainly as a result of U.S. dollar derivative instruments used to protect our foreign exchange exposure resulting from dollar denominated expenses such as fuel, aircraft rent and aircraft financing. In 2011, we recognized gains of R$3.4 million as a result of gains resulting from currency forward contracts. Derivative financial instruments in 2012 included a loss of R$3.2 million related to TRIP. Excluding this amount, we recognized gains in derivative financial instruments of R$13.2 million.

Foreign currency exchange, net. The net foreign currency exchange loss recognized for the translation of our foreign currency denominated assets and liabilities into reais amounted to R$37.7 million in 2012 compared to R$32.9 million in 2011, mainly due to (i) the 8.9% depreciation of the real against the U.S. dollar during 2012, as measured by year-end figures and (ii) an increase in our average U.S. dollar outstanding loan from R$330.9 million in 2011 to R$736.2 million in 2012. Excluding assets and liabilities denominated in foreign currency of TRIP, in the amount of R$4.4 million, this net foreign exchange loss amounted to R$42.0 million in 2012.

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Quarterly Financial and Operating Data (Unaudited)

Statement of Operations Data

	For the three months ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014
	Unaudited
	(in thousands of reais, except percentages)
Operating revenue
Passenger revenue		1,121,620			1,064,298			1,251,169			1,230,455			1,243,256			1,216,317			1,302,847
Other revenue		122,838			133,506			135,978			174,290			156,668			157,726			167,070
Total revenue		1,244,458			1,197,805			1,387,147			1,404,745			1,399,924			1,374,043			1,469,917
Operating expenses
Aircraft fuel		(429,974	)		(408,874	)		(469,333	)		(471,119	)		(489,242	)		(458,148	)		(488,569	)
Salaries, wages and benefits		(172,891	)		(199,766	)		(212,193	)		(218,481	)		(268,301	)		(232,164	)		(238,875	)
Aircraft and other rent		(114,519	)		(123,072	)		(141,951	)		(152,956	)		(159,598	)		(161,165	)		(164,574	)
Landing fees		(65,733	)		(67,488	)		(75,641	)		(76,846	)		(76,860	)		(75,692	)		(80,379	)
Traffic and customer servicing		(47,940	)		(50,618	)		(54,197	)		(53,704	)		(54,235	)		(57,248	)		(59,907	)
Sales and marketing		(51,053	)		(48,042	)		(56,330	)		(52,334	)		(56,178	)		(60,236	)		(58,983	)
Maintenance materials and repairs		(78,991	)		(94,378	)		(79,359	)		(78,997	)		(98,692	)		(78,088	)		(93,002	)
Depreciation and amortization		(46,484	)		(49,515	)		(51,704	)		(52,364	)		(51,412	)		(50,358	)		(49,442	)
Other operating expenses		(108,127	)		(92,646	)		(110,226	)		(108,067	)		(107,170	)		(107,403	)		(113,084	)
		(1,115,712	)		(1,134,399	)		(1,250,934	)		(1,264,868	)		(1,361,688	)		(1,280,502	)		(1,346,815	)
Operating income		128,746			63,406			136,213			139,877			38,236			93,541			123,102
Financial result
Financial income		3,713			2,857			9,135			45,987			8,353			9,804			9,508
Financial expenses		(89,914	)		(117,147	)		(23,970	)		(85,431	)		(102,756	)		(96,248	)		(121,256	)
Derivative financial instruments, net		(1,144	)		(5,120	)		(2,089	)		(3,674	)		(23,569	)		(8,008	)		30,335
Foreign currency exchange, net		12,111			(74,785	)		(9,681	)		(32,907	)		20,475			19,150			(68,210	)
Net income (loss) before income tax		53,512			(130,789	)		109,608			63,852			(59,261	)		18,240			(26,521	)
Income tax and social contribution		(24,408	)		(15,429	)		(17,179	)		(24,423	)		(213	)		213			0
Deferred income tax and social contribution		1,496			1,494			1,488			1,488			1,488			1,467			1,420
Net income (loss) for the period		30,600			(144,725	)		93,917			40,917			(57,987	)		19,920			(25,101	)
Other financial data (unaudited):
Operating margin		10.3	%		5.3	%		9.8	%		10.0	%		2.7	%		6.8	%		8.4	%

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Operating Data

	For the three months ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014
	Unaudited
Operating Statistics:
Operating aircraft at end of period		118			122			126			133			132			136			128
Number of departures		67,581			67,618			71,092			69,685			68,809			66,694			70,896
Revenue passenger kilometers (RPKs) (million)		3,537			3,589			3,950			3,883			3,868			3,758			3,888
Available seat kilometers (ASKs) (millions)		4,478			4,574			5,019			4,835			4,874			4,665			4,913
Load Factor (%)		79.0	%		78.5	%		78.7	%		80.3	%		79.4	%		80.6	%		79.1	%
Passenger revenue per ASK (real cents) (PRASK)		25.05			23.27			24.93			25.45			25.51			26.07			26.52
Operating revenue per ASK (real cents) (RASK)		27.79			26.19			27.64			29.06			28.72			29.45			29.92
Yield per ASK (real cents)		31.71			29.66			31.68			31.69			32.14			32.37			33.51
Trip cost		16,512			16,774			17,596			18,151			19,805			19,201			18,997
Average Fare		236.05			217.05			241.24			235.71			240.40			236.47			243.24
CASK (real cents)		24.91			24.80			24.92			26.16			27.94			27.45			27.41
CASK (ex-fuel) (real cents)		15.31			15.86			15.57			16.42			17.90			17.63			17.47
Average fuel cost per liter (R$)		2.40			2.23			2.40			2.46			2.57			2.46			2.47

Liquidity and Capital Resources

General

Our short-term liquidity requirements relate to the payment of operating costs, including of jet fuel, salaries and operating leases, payment obligations under our borrowings and financings (including finance leases, aircraft debt-financing and debentures) and the funding of working capital requirements. Our medium and long-term liquidity requirements include equity payments for aircraft that we choose to finance through finance leases and debt-financing, the working capital required to start up new routes and new destinations, and payment obligations under our borrowings and financings.

For our short-term liquidity needs, we rely primarily on cash provided by operations and cash reserves. For our medium- and long-term liquidity needs, we rely primarily on cash provided by operations, cash reserves, working capital loans and bank credit lines.

In order to manage our liquidity, we review our cash and cash equivalents, short-term investments (consisting mainly of foreign bonds denominated in U.S. dollars), and trade and other receivables on an ongoing basis. Trade and other receivables include credit card sales and accounts receivables from travel agencies and cargo transportation. Our accounts receivables are affected by the timing of our receipt of credit card revenues and travel agency invoicing. One general characteristic of the retail sector in Brazil and the aviation sector in particular is the payment for goods or services in installments via a credit card. Our customers may pay their purchases in up to six installments without interest or up to 12 installments with 3% interest per month. This is similar to the payment options offered by other airlines in Brazil. Once the transaction is approved by the credit card processor, we are no longer exposed to cardholder credit risk and the payment is guaranteed by the credit card issuing bank in case of default by the cardholder. Since the risk of non-payment is low, banks are willing to

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advance these receivables, which are paid the same day they are requested. As a result, we believe our ability to advance receivables at any time significantly increases our liquidity position.

As of September 30, 2014, we had cash and cash equivalents and short-term investments of R$751.4 million, trade and other receivables of R$570.5 million, as well as restricted investments consisting of bank deposits of R$162.3 million required under certain loan agreements (which we are not able to dispose) and prepaid expenses of R$107.4 million. As of December 31, 2013, we had cash and cash equivalents and short-term investments of R$656.9 million, trade and other receivables of R$431.6 million, as well as restricted investments consisting of bank deposits of R$157.5 million required under certain loan agreements (which we are not able to dispose) and prepaid expenses of R$97.9 million.

We believe that, after completion of this global offering, we will be able to access equity and debt capital markets if and when necessary.

The table below presents our cash flow from operating, investing and financing activities, as well as the amount of our cash and cash equivalents for the periods indicated:

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	Unaudited
	2014			2013			2013			2012			2011
	(in thousands of reais)
Cash Flow
Net cash provided by (used in) operating activities		204,043			240,744			615,259			(17,964	)		(58,577	)
Net cash used in investing activities		(634,496	)		(321,010	)		(472,537	)		(391,965	)		(509,988	)
Net cash provided by financing activities		232,192			39,848			132,445			549,381			603,320
(Decrease) increase in cash and cash equivalents		(198,261	)		(40,418	)		275,167			139,452			34,755

Net Cash Provided By (Used In) Operating Activities

Net cash provided by operating activities in the nine months ended September 30, 2014 was R$204.0 million compared to a net cash provided by operating activities of R$240.7 million in the same period of 2013. The R$36.7 million decrease in operating cash flows was mainly a result of, (i) an increase in trade and other receivables of R$138.8 million during the nine months ended September 30, 2014 compared to an increase of R$46.8 million in the same period in 2013, mostly related to a higher advance of receivables, and (ii) an increase in salary expenses mostly due to one-time expenses of R$48.1 million, related to the settlement of labor proceedings with pilots and flight attendants regarding employee benefits in connection with the payroll standardization of TRIP and Azul crewmembers following the TRIP Acquisition. This reduction in cash as a result of operating activities was partly offset by (i) an increase in air traffic liability of R$155.2 million in the nine months ended September 30, 2014 compared to an increase of R$8.6 million in the same period in 2013, mostly due to the launch of sales of international flights, and (ii) a R$4.4 million decrease in inventories in the nine months ended September 30, 2014 compared to a R$20.7 million increase during the same period in 2013.

Net cash provided by operating activities in 2013 was R$615.3 million compared to a net cash used in operating activities of R$18.0 million in 2012. The increase in operating cash flows was mainly a result of (i) a net income excluding non-cash adjustments of R$627.4 million in 2013 compared to a net income excluding non-cash adjustments of R$120.5 million in 2012, (ii) an increase in accounts payable of R$229.7 million mostly due to the provision of R$175.2 million related to navigation fees (see Note 29(d) of our consolidated financial statements as of December 31, 2013, 2012 and 2011 and for each of the three years ended December 31, 2013) in comparison to a decrease of R$82.3 million in 2012 due to accounting adjustments related to the TRIP Acquisition. These increases were partially offset by an increase in security deposits and maintenance reserves of R$171.9 million as a result of a higher number of flight hours accumulated for each of our aircraft under operating leases.

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The amount of net cash used in operating activities decreased to R$18.0 million in 2012 compared to R$58.6 million in 2011. Excluding net cash used in operating activities of TRIP, we used net cash in operating activities of R$62.5 million in 2012. The change in operating cash flows in 2012 compared to 2011 was a result of (i) a net loss of R$170.8 million in 2012 compared to a net loss of R$105.5 million in 2011, (ii) an increase of interest paid of R$28.6 million in 2012, (iii) an increase in air traffic liability of R$152.1 million resulting from an increase in passenger revenues of R$896.4 million, (iv) an increase in trades and other receivables in 2012 of R$31.1 million compared to R$193.8 million in 2011, mostly related to a higher advance of receivables in 2012, and (v) a decrease of R$82.3 million in accounts payable in 2012 compared to an increase of R$ 100.2 million in accounts payable in 2011.

Net Cash Used In Investing Activities

In the nine months ended September 30, 2014, the amount of net cash used in investing activities totaled R$634.5 million, an increase of R$313.5 million compared to R$321.0 million in the same period of 2013. The increase in investing activities was mainly due to (i) an increase in short-term investments of R$369.0 million during the nine months ended September 30, 2014 compared to a decrease of R$0.5 million during the same period in 2013 due to a higher volume of cash at hand, and (ii) a decrease in restricted cash of R$84.3 million in the nine months ended September 30, 2013, compared to no restricted cash accounted for during the nine months ended September 30, 2014, partially offset by lower capital expenditures of R$340.3 million in the nine months ended September 30, 2014 compared to R$370.4 million in the same period in 2013 due to a lower number of aircraft acquired under financial leases.

In 2013, the amount of net cash used in investing activities totaled R$472.5 million, an increase of R$80.6 million compared to R$392.0 million in 2012. The increase in cash used in investing activities was mainly due to (i) an increase of R$98.4 million in short-term investments, and (ii) an increase of R$37.8 million in restricted investments, which were partially offset by (i) a R$112.7 million decrease in restricted cash, and (ii) lower capital expenditures of R$402.3 million in 2013 compared to R$449.4 million in 2012 due to a lower number of debt financed aircraft.

During 2012, net cash used in investing activities totaled R$392.0 million, a decrease of R$118.0 million compared to 2011. Net cash used in investing activities in 2012 amounted to R$356.5 million, or a decrease of R$153.5 million, after excluding net cash used in investing activities of TRIP. The decrease in investing activities was due to (i) the TRIP Acquisition, which used cash in investing activities of R$35.5 million in 2012, (ii) lower capital expenditures of R$449.4 million in 2012 compared to R$503.1 million in 2011 due to a change in mix of aircraft delivered, and (iii) R$28.4 million due to restricted cash.

Net Cash Provided By Financing Activities

In the nine months ended September 30, 2014, the amount of net cash provided by financing activities was R$232.2 million, an increase of R$192.4 million compared to R$39.8 million in the same period of 2013. Changes in net cash provided by financing activities resulted from (i) loans and debentures proceeds of R$1,542.3 million during the nine months ended September 30, 2014 compared to R$720.1 million in the same period of 2013, mostly due to the issuance of a debenture in the amount of R$1.0 billion on September 19, 2014, and (ii) loans and debentures repayments of R$1,310.1 million in the nine months ended September 30, 2014 compared to R$674.4 million in the same period in 2013.

In 2013, the amount of net cash provided by financing activities was R$132.4 million, a decrease of R$417.0 million compared to R$549.4 million in 2012. Changes in net cash provided by financing activities resulted from (i) loans proceeds of R$ 537.9 million in 2013 compared to R$637.6 million in 2012, (ii) net private placement proceeds of R$164.5 million, partially offset by loans repayments of principal of R$533.9 million in 2013 compared to R$186.6 million in 2012.

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During 2012, our net cash provided by financing activities was R$549.4 million, a decrease of R$53.9 million compared to 2011. Net cash provided by financing activities in 2012 amounted to R$546.3 million after excluding net cash provided by financing activities of TRIP. The changes in net cash provided by financing activities in 2012 resulted from (i) the issue of debentures in the amount of R$98.3 million in 2012, as compared to R$297.0 million in 2011, (ii) a R$141.6 million increase in loan proceeds in 2012 mostly due to the issuance of debt to finance the acquisition of new aircraft and a new bridge loan agreement and (iii) long-term loans repayments in the amount of R$186.6 million in 2012 compared to R$304.7 million in 2011.

Loans and Financings

The following table sets forth the financial charges and balances of our aircraft and non-aircraft debt as of the periods indicated:

			As of September 30,		As of December 31,
	Financial Charges		Unaudited 2014		2013		2012		2011
			(in thousands of R$)
Aircraft financing(1)(2)
In local currency (R$)	TJLP plus “spread” of 2.92% py to 3.42% py and fixed of 2.50% to 6.00%	Monthly repayment		782,674		747,744		760,168		535,226
In foreign currency (U.S.$)(2)	LIBOR 3M plus 1.25% and LIBOR plus “spread” of 1.75% to 6.1%	Monthly, quarterly and semi-annual repayment		1,140,650		1,182,795		1,026,030		415,382
Non-aircraft financing:
Secured—in foreign currency (U.S.$)(1)	LIBOR plus “spread” of 7.25% and fixed of 1.90% to 3.35%	Sole, quarterly, and monthly repayment		234,426		45,822		52,360		11,525
Secured—in local currency (R$)	CDI plus 2.2% py and 125% of CDI and fixed of 5.0% py	Monthly and quarterly repayment and monthly repayment after grace period of 20 months		229,861		686,404		752,315		178,216
Debentures (R$)	124% and 127% of CDI	Quarterly, semesterly and monthly repayment		983,431		371,630		398,302		299,232
				3,371,042		3,034,695		2,989,175		1,439,581

(1) Converted using the exchange rate of R$2.3426 per US$1.00 as of December 31, 2013 and R$2.4510 per US$1.00 as of September 30, 2014.

(2) Aircraft financing includes financing agreements and finance leases with respect to our aircraft, flight simulators and related equipment.

As of September 30, 2014, we had pledged as security under our non-aircraft secured loans, which total R$1,374.7 million, trade and other receivables of R$489.2 million and R$57.1 million in restricted investments. Our main non-aircraft debt financing instruments are the following:

• non-convertible debentures issued on September 19, 2014 by Azul Linhas, in the amount of R$1.0 billion, due September 19, 2019. These debentures are guaranteed by receivables generated by sales using Visa-branded credit cards, representing at least one third of the total outstanding amount under the debentures or,

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to the extent that this amount is amortized, at least one third of the outstanding debenture balance (or the Minimum Amount). As long as there is no declaration of event of default under the debentures, receivables exceeding the Minimum Amount shall be free and clear to be used and encumbered in other transactions. We are required to comply with the following financial covenants as of December 1, 2014: (i) ratio of cash flow generation/adjusted debt service equal to or greater than 1.0x, provided that in the event of our initial public offering, such ratio shall be equal to or greater than 1.2x; and (ii) ratio of adjusted net debt/EBITDAR equal to or lower than 6.0x, provided that in the event of our initial public offering such ratio shall be equal or lower than 5.5x. Beginning on September 19, 2017, payment of principal will be amortized in 5 (five) semiannual installments and interest payment will be made semiannually at a rate of 127% of the CDI, beginning March 19, 2017;

• promissory notes issued on June 30, 2014 by Azul Linhas, in the amount of R$150 million, due December 27, 2014. These notes are guaranteed by receivables generated by sales using American Express-branded credit cards, representing at least 20% of the total outstanding amount under the notes. On September 29, 2014, ten promissory notes corresponding to a principal amount of R$50 million were redeemed with the proceeds of the non-convertible debentures issued on September 19, 2014. Azul Linhas plans to make the full outstanding amount plus interest payment on the due date. Interest shall accrue at a rate of 118% of the CDI;

As of September 30, 2014, our aircraft financing consisted of finance leases and loans used to finance 55 aircraft with an outstanding balance of R$1.9 billion. One aircraft was owned with no debt associated with it and the remaining 89 aircraft were held by us under operating leases that are not recorded as debt in our balance sheet. Our finance leases and debt financing contain customary covenants and restrictions, such as default in case of change of control and termination, or non-renewal of the concession agreement.

The following are the only material aircraft financing instruments that contained financial covenants, as of September 30, 2014:

(i) a credit facility agreement dated June 2, 2009 (as amended) between Azul Linhas and BNDES, and a loan agreement dated June 3, 2009 (as amended) between Azul Linhas and Banco do Brasil S.A. using funds from BNDES, in the amount of R$74.7 million. As of September 30, 2014, the aggregate amount of R$61.5 million remained outstanding. The agreements were executed to finance three E-Jets and are guaranteed by us. We are required to comply with the following covenants as of December 31 of each year: (a) a ratio of adjusted operating income for the year over all expenditures related to the debt for that year, or Debt-Service Coverage Ratio, equal to or greater than 1.2; and (b) net equity equal to or greater than the aggregate debt still outstanding on the agreements, minus the amount that is 2.47 times the sum of (1) all guarantees provided in connection with these loans, and (2) all funds held in escrow in connection with these loans. Failure to maintain the above ratios triggers an obligation to post additional guarantees, which may lead to default. As of December 31, 2013, we were in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.2 and its net equity was higher than the minimum required under the contract by R$18.2 million. As of September 30, 2014, we were also compliance with these covenants, as our Debt-Service Coverage Ratio was 1.6 and its net equity was higher than the minimum required under the contract by R$2.8 million;

(ii) a credit facility agreement dated December 11, 2009 (as amended) between Azul Linhas and Banco do Brasil S.A. using BNDES funds, in the amount of R$40.4 million. As of September 30, 2014, R$22.4 million remained outstanding. The agreement was executed to finance one E-Jet and is guaranteed by us. We are required to comply with the following covenants as of December 31 of each year: (a) Debt-Service Coverage Ratio equal or greater than 1.2; and (b) net equity equal to or greater than the outstanding debt under this loan and the loan agreements described in (i) above, minus the amount that is 2.47 times the sum of (1) all guarantees provided in connection with this loan and the loans described in (i) above, and (2) all funds held in escrow in connection with these loans. Failure to maintain the above ratios triggers an obligation to post additional guarantees, which may lead to

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default. As of December 31, 2013, we were in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.2 and its net equity was higher than that required under the contract by R$10.2 million. As of September 30, 2014, we were also in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.6 and its net equity was higher than that required under the contract by R$2.9 million;

(iii) a credit facility agreement dated May 10, 2010 between Azul Linhas and Banco do Brasil S.A. using BNDES funds, in the amount of R$42.5 million. As of September 30, 2014, R$25.4 million remained outstanding. The agreement was executed to finance one E-jet and is guaranteed by us. We are required to comply with the following covenants as of December 31 of each year: (a) Debt-Service Coverage Ratio equal or greater than 1.2; and (b) net equity equal to or greater than all outstanding debt under this loan and the loan agreements described in (i) and (ii) above minus the amount that is 2.47 times the sum of (1) all guarantees provided under this loan and the loan agreements described in (i) and (ii) above, and (2) all funds held in escrow in connection with these loans. Failure to maintain the above ratios triggers an obligation to post additional guarantees, which may lead to default. As of December 31, 2013, we were in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.2 and its net equity was higher than that required under the contract by R$13.4 million. As of September 30, 2014, we were also in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.6 and its net equity was higher than that required under the contract by R$5.9 million;

(iv) a credit facility agreement dated March 22, 2011 (as amended) between Azul Linhas and Banco do Brasil S.A., using BNDES funds in the amount of R$44.3 million. As of September 30, 2014, R$30.9 million remained outstanding. The agreement was executed to finance one E-jet and is guaranteed by us. We are required to comply with the following covenants as of December 31 of each year: (a) Debt-Service Coverage Ratio equal to or greater than 1.2; and (b) net equity equal to or greater than all outstanding debt under this loan and the loan agreements described in (i), (ii) and (iii) above minus the amount that is 2.47 times the sum of (1) all guarantees provided under this loan and the loan agreements described in (i), (ii) and (iii) above, and (2) all funds held in escrow in connection with these loans. Failure to maintain the above ratios triggers an obligation to post additional guarantees, which may lead to default. As of December 31, 2013, we were in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.2 and its net equity was higher than that required under the contract by R$18.9 million. As of September 30, 2014, we were also in compliance with these covenants, as our Debt-Service Coverage Ratio was 1.6 and its net equity waqs higher than that required under the contract by R$11.4 million;

(v) three lease agreements for ATR aircraft between TRIP and Aviacion de Noronha Limited dated August 3, 2010, September 15, 2010, and September 15, 2010, on the amounts of US$18.5 million (R$41.3 million) each. As of September 30, 2014, the total aggregate amount outstanding under these three agreements was US$40.5 million (R$99.3 million). These agreements are guaranteed by us. Under these agreements, as of December 31 of each year, Azul must maintain a ratio of (i) the aggregate of total debt and operating lease rentals payable during such period multiplied by 7 less (ii) unrestricted cash to EBITDAR of less than 6 for 2013, with which we were in compliance as of December 31, 2013 as this ratio was 5.1 and(b) (i) the aggregate of total debt and operating lease rentals payable during such period multiplied by 7.0, less unrestricted cash to (ii) equity of less than 4.5 for 2013, with which we were non-compliant as of December 31, 2013 as this ratio was 12.9. Although we failed to maintain the above ratio, we obtained waivers for the noncompliance with each of the three agreements’ covenants through December 2014. As of September 30, 2014, our ratio was 12.9, and we intend to obtain new waivers in case we are non-compliant with the required ratio as of December 31, 2014;

(vi) four lease agreements, dated June 16, 2008, July 2, 2008, November 6, 2008 and December 2, 2008, between TRIP and GIE TRIP Atrone in the aggregate amount of R$130.9 million, for the financing of four ATR aircraft. As of September 30, 2014, US$41.1 million (R$100.7 million) remained outstanding on these agreements. These agreements are guaranteed by us and require Azul to maintain the following ratios as of December 31 of each year: (a) (i) total debt and operating leases less cash freely convertible to

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U.S. dollars to (ii) EBITDAR of less than 6.0 for 2013, with which we were in compliance as of December 31, 2013, as this ratio was 5.1, and (b) (i) the aggregate of total debt and operating lease rentals payable during such period multiplied by 7.0, less unrestricted cash to (ii) equity of less than 4.5 for 2013, with which we were non-compliant—as of December 31, 2013, this ratio was 12.9. Although we failed to maintain the above ratios, we obtained waivers for the noncompliance with each of the four agreements’ covenants through December 2014. As of September 30, 2014, our ratio was 12.9, and we intend to obtain new waivers in case we are non-compliant with the required ratio as of December 31, 2014;

(vii) a credit facility agreement dated April 1, 2009 between Azul Linhas and Banco do Brasil S.A. using BNDES funds in the amount of R$127.1 million for the financing of four E-jets. As of September 30, 2014, R$88.9 million remained outstanding on this agreement. This agreement is guaranteed by us and requires Azul Linhas to keep, as of December 31 of each year, a Debt-Service Coverage Ratio equal or greater than 1.20. As of December 31, 2013, this ratio was 1.2 and we were in compliance with this covenant. As of September 30, 2014, this ratio was 1.6.

As of September 30, 2014, we were in compliance with all covenants under our material financing instruments, except for noncompliance related to items (v) and (vi) listed above, to maintain certain financial ratios calculated as of December 31 of each year. However, we successfully obtained waivers for all such financing instruments in December of 2013. There have been instances in past years when TRIP was not fully compliant with all of the covenants under agreements to which they were a party; however, these instances of non-compliance have all now been either cured or waived or we have posted the required additional guarantees triggered by such non-compliance. These additional guarantees consist of a total of US$2.5 million in additional security deposits posted with respect to 17 such aircraft for which TRIP was not fully compliant with related financing agreements.

We guarantee three junior loans between Canela Investments LLC and Embraer Finance Ltd to finance aircraft purchases. The agreements require prepayment of the principal and interest amounts outstanding in the event of our initial public offering. As of September 30, 2014, the aggregate amount outstanding under these agreements was US$3.8 million (R$9.3 million).

For further information on our financing activities, see Note 18 to our audited consolidated financial statements.

Capital Expenditures

Our capital expenditures for the nine months ended September 30, 2014 and for the year ended December 31, 2013 totaled R$340.3 million and R$402.3 million, respectively, most of which related to the acquisition of new aircraft and engines. Other capital expenditures include purchase of spare parts, IT systems and facilities.

Our growth plans contemplate to grow our fleet from 138 aircraft in 2014 to 150 aircraft by the end of 2015. As of September 30, 2014, we had 22 firm orders consisting of 10 Embraer E-195 aircraft available for delivery through 2015 and 12 ATR 72 aircraft for delivery through 2016. We also have 23 purchase options for ATR 72 aircraft. In addition, we expect to add to our fleet 30 next -generation E-195-E2 aircraft with deliveries starting in 2020, with a purchase option for an additional 20 aircraft, and have recently announced an order of up to 63 Airbus A320neos, to be delivered between 2016 and 2023. As part of our plans to expand our network to high-demand international destinations, we will receive five Airbus A330s by the end of 2014 (two of which has been delivered as of September 30, 2014), two Airbus A330s during the first quarter of 2015, and five A350s by 2018, all of which will be held under operating leases. We expect to meet our contractual commitments by using cash generated from operations along with loans and/or capital markets financings.

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We typically hold our aircraft under operating leases or through finance leases or aircraft loans. Out of the 22 firm orders we had as of September 30, 2014, six had lease commitments and 16 were estimated to generate expenditures of R$1,059.8 million. Although we believe financing should be available for all of our future aircraft deliveries, we cannot assure you that we will be able to secure them on terms attractive to us, if at all. To the extent we cannot secure these and other financing, we may be required to modify our aircraft acquisition plans or incur higher than anticipated financing costs. We expect to meet our operating obligations as they become due through available cash, internally generated funds and the proceeds from this global offering, supplemented as necessary by short-term credit lines.

For additional information relating to our commitments for future acquisition of aircraft, see Note 27(b) to our audited consolidated financial statements.

Commitments and Contractual Obligations

Our non-cancelable contractual obligations as of September 30, 2014 included the following:

	As of September 30, 2014(1)
	Less than 1 year			1 to 3 years		3 to 5 years		More than 5 years		Total
	(in thousands of R$) (Unaudited)
Operating Leases(2)		679,722			1,303,680		1,231,667		2,341,435		5,556,504
Non-aircraft loans		239,831			184,989		19,842		9,221		453,883
Debentures(3)		517			189,742		793,172		—		983,431
Finance leases and aircraft loans(2)		272,227			501,245		436,789		723,467		1,933,728
Total		1,192,297			2,179,656		2,481,470		3,074,123		8,927,546
Interest		(15,279	)		—		—		—		(15,279	)
Total		1,177,018			2,179,656		2,481,470		3,074,123		8,912,267

(1) Excludes our commitments for future acquisitions of 16 aircraft, which are described in Note 16 to our unaudited interim condensed financial statements.

(2) Excludes any monetary adjustments with respect to these leases.

As of September 30, 2014, we had firm orders to purchase 10 Embraer E-Jets, and firm orders to purchase 12 ATR 72 aircraft to be delivered between 2014 and 2016, of which six had operating lease commitments and 16 were estimated to generate expenditures of R$1,059.8 million. We also have signed operating lease agreements for 10 widebody aircraft to be delivered between 2014 and 2018.

We believe that our cash provided by operations and our ability to obtain financing (including through finance leases and aircraft debt-financing) or already approved lines of credit with financial institutions, as well as our ability to obtain operating leases, will enable us to honor our current contractual and financial commitments. We also believe we can obtain additional lines of financing based solely on our credit profile and also offering as collateral unencumbered assets such as receivables and aircraft.

Research and Development, Patents and Licenses

We believe that the Azul brand is associated with innovation as we have been recognized among the top 50 most innovative companies in the world and number one in Brazil by the business magazine Fast Company. We have registered the trademark “AZUL LINHAS AÉREAS BRASILEIRAS,” among others, with the Brazilian Institute of Industrial Property (Instituto Nacional da Propriedade Industrial), or INPI. We have also registered several domain names with the Brazilian body for domain registration (“NIC.br”), including “voeazul.com.br.” We also operate software products under licenses from our vendors, such as Oracle, Trax, Sabre, Navitaire and NGM.

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Trend Information

In 2015, we believe that demand for passenger aircraft travel in the markets we serve will remain strong, driven by both customers flying for business purposes as well as for leisure and personal reasons. We believe there is a strong growth opportunity in frequent point-to-point airline service on routes not served by us or underserved routes among larger and medium-sized cities in Brazil. In addition, we believe there is an opportunity to leverage from our domestic network connectivity by serving select destinations in the United States. For the full year, we expect our operating capacity to increase approximately 24% over 2014, with more than two thirds of our growth resulting from the introduction of up to seven daily flights to U.S. destinations including Fort Lauderdale, Orlando and New York. We expect to start operating flights to Fort Lauderdale and Orlando by December 2014 and to New York by mid 2015.

Off Balance Sheet Arrangements

All of our off balance sheet arrangements are related to operating leases. Our total non-cancellable operating lease obligations amounted to R$5.6 billion at September 30, 2014, most of which are related to aircraft operating leases. As of September 30, 2014 we held 89 aircraft and 15 engines under operating leases. Some of our monthly rental payments are based on floating rates and we are not required to make termination payments at the end of our leases. Under some of our lease agreements we are required to maintain maintenance reserve deposits and to return the aircraft and engine in the agreed condition at the end of the lease term. Title to the aircraft remains with the lessor. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.

Quantitative and Qualitative Disclosures about Market Risk

General

Market risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in market prices. Any such changes may adversely affect the value of our financial assets and liabilities or our future cash flow and income. We have entered into derivative contracts and other financial instruments for the purpose of hedging against variations in these factors.

We have also implemented policies and procedures to evaluate such risks and approve and monitor our derivative transactions. It is our policy not to participate in any trading of derivatives for speculative purposes. We measure our financial derivative instruments at fair value which is determined using quoted market prices, standard option valuation models or values provided by the counterparty.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. The counterparties to our derivative transactions are major financial institutions with strong credit ratings and we do not expect the counterparties to fail to meet their obligations. We do not have significant exposure to any single counterparty in relation to derivative transactions, and we believe the credit exposure related to our counterparties is negligible.

Market risk includes three types of risk: interest rate, currency exchange and commodity price risk. The sensitivity analyses provided below do not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in market interest rates. Our exposure to the risk of changes in market interest rates refers primarily to long-term obligations (including operating and finance leases and other financing) subject to variable interest rates. To manage this risk, we engage in interest rate swaps, whereby we agree to exchange, at specified intervals, the difference between the values of fixed and variable interest rates calculated based on the notional

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principal amount agreed between the parties. As of September 30, 2014, we had interest rate swap contracts designated as cash flow hedges and fair value hedges.

We utilize swap contracts designated as cash flow hedges to protect fluctuations of part of the payments of operating and capital leases and loans and financing in foreign currency. The swap contracts are used to hedge the risk of variation in interest rates tied to contractual commitments executed. The essential terms of the swap contracts were agreed to be coupled with the terms of the hedged loans and financing and lease commitments. As of September 30, 2014 our cash flow hedges included interest rate swap contracts with a notional value of R$251.3 million that we receive a variable interest rate tied to LIBOR and pay fixed interest rates. As of September 30, 2014, our fair value hedges included interest rate swap contracts with a notional value of R$662.3 million, which provide that we receive a fixed interest rate and pay a variable rate corresponding to a percentage of CDI on the notional value. The reduction in the fair value of interest rate swap of R$11.8 million was recognized as financial costs and offset against a similar gain in bank loans. There was no significant ineffectiveness recognized in the nine months ended September 30, 2014.

Currency exchange rate risk

Currency exchange rate risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in exchange rates. Our exposure to the risk of changes in exchange rates refers primarily to loans (including finance leases) indexed to the U.S. dollar (net of investments in U.S. dollars). Also, slightly over half of our operating expenses are either payable in or affected by the U.S. dollar, such as aviation fuel, aircraft operating lease payments and certain flight hour maintenance contract payments. Therefore, we enter into currency forward contracts for periods with a currency exposure of up to 12 months. As of September 30, 2014, we hedged 58% of our next twelve-month exposure to financial expenses indexed to U.S. dollars. We have derivative financial instruments that were not designated as hedges that included forward foreign currency contracts and foreign currency options. As of September 30, 2014, we had US$80.0 million of fixed notional value in foreign currency options at a rate of R$2.47 for US$1.00. The fair value of these contracts was a loss of R$0.3 million, which is recorded as derivative financial instruments against current liabilities.

Commodity price risk

The volatility of aviation fuel prices is one of the most significant financial risks for airlines. For the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012 aviation fuel accounted for 36.0%, 37.3% and 39.6%, respectively, of our operating expenses. International oil prices, which are denominated in U.S. dollars, are volatile and cannot be predicted with any degree of certainty as they are subject to many global and geopolitical factors. For example, oil prices experienced substantial variances beginning in 2009 and through September 2014. Airlines often use WTI crude or heating oil future contracts to protect their exposure to jet fuel prices. We have entered into forward supply agreements with our primary supplier, Petrobras Distribuidora, which defines the price and payment conditions, consumption level and other commercial conditions. This hedging product enables us to lock in the cost of the jet fuel we will consume in the future, thereby offering a more tailored hedge than WTI or heating oil futures, which are not perfectly correlated to jet fuel. In addition, our hedging contract with Petrobras Distribuidora offers us the option to lock the jet fuel price in reais, thereby hedging our exposure not only to fuel prices, but also to the real/U.S. dollar exchange rates as well. The hedging product does not require collateral deposits or margin calls, creating therefore no cash flow issues for us. We may periodically also use derivative financial instruments to manage fuel price risk. As of September 30, 2014, we had hedged 24.6% of our forecasted fuel consumption for the next twelve months.

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Credit risk

Credit risk is inherent in our operating and financial activities and such risk is mainly represented in our trade receivables and cash and cash equivalents, including bank deposits. The credit risk associated with our trade receivables include values payable by the major credit card companies, which have a credit risk that is equal or better to our credit risk, and those from travel agencies, sales in installments and government, and individuals and other entities. We assess the corresponding risk of financial instruments and diversify our exposure. We also mitigate such risk by holding financial instruments with counterparties that have strong credit ratings, or that are hired in futures and commodities stock exchange.

Liquidity risk

Liquidity risk is the risk of not having sufficient net funds to meet our financial commitments as a result of a mismatch in term or volume between expected income and expenses. In order to manage the liquidity of our cash in local and foreign currency, assumptions of future receipts and disbursements are set which are monitored daily by our treasury department. We apply our funds in net assets (certificates of deposit and agribusiness credit bills).

Sensitivity analysis

Our sensitivity analysis measures the impact of interest rate risk, exchange variations, and commodity price risk on the statement of operations considering two different scenarios: (i) the adverse scenario, which assumes that the relevant interest rate, exchange rate or commodity price will worsen by 25% and (ii) the remote scenario, which assumes that relevant interest rate, exchange rate or commodity price will worsen by 50%.

			For the Nine Months Ended September 30,						For the Year Ended December 31,
			2014						2013						2012
Risk Factor	Financial Instrument	Risk	Adverse Scenario			Remote Scenario			Adverse Scenario			Remote Scenario			Adverse Scenario			Remote Scenario
			(in thousands of R$)
Financing	Interest rate	CDI, LIBOR or TJLP rate increase		(212,824	)		(141,883	)		(63,969	)		(127,938	)		(40,166	)		(80,331	)
Liabilities and aircraft leases	Exchange rate	U.S. dollar rate increase		(125,888	)		(250,499	)		(165,845	)		(344,554	)		(177,968	)		(366,551	)
Aircraft fuel(1)	Cost per liter	WTI or Gulf Coast jet fuel		(228,611	)		(457,221	)		(284,882	)		(571,030	)		(95,420	)		(182,669	)

(1) Considers the effect on fourth quarter results only for the years ended December 31, 2013 and 2012.

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REGULATION

Overview

Under the Brazilian Constitution, air transportation is a public service. It is therefore subject to extensive governmental regulation and monitoring by several federal agencies and entities. The sector is regulated by the Brazilian Aeronautical Code, which covers air service concessions; airport infrastructure and operations; flight safety; airline certification; leasing, taking security, disposal, registration and licensing of aircraft; crew training; inspection and control of airlines; public and private air carrier services; civil liability; and penalties for infringement.

Brazil has signed and ratified the Warsaw Convention of 1929, the Chicago Convention, the Geneva Convention of 1948, and the Cape Town Convention of 2001, the four leading international conventions relating to worldwide commercial air transportation activities.

The National Civil Aviation Policy (Política Nacional de Aviação Civil), or PNAC, which was adopted in 2009, sets out the main governmental guidelines and policies that apply to the Brazilian civil aviation system. The PNAC encourages all regulatory bodies to issue regulations on strategic matters such as safety, competition, environmental and consumer issues, and to inspect, review and evaluate the activities of all operating companies.

The incentive package for regional aviation announced by the Brazilian Government in December 2012 has indicated its intention to invest approximately R$7.3 billion in airline tickets subsidies or fare exemptions on regional routes, including a 50% ticket price subsidy on up to 60 seats whenever an aircraft is operated out of regional airports.

Regulatory Bodies

The chart below illustrates the main regulatory bodies together with their responsibilities and reporting lines:

The Civil Aviation Secretariat (Secretaria de Aviação Civil), or SAC, which was established in March 2011, supervises civil aviation services and activities in Brazil. The SAC reports directly to the President of Brazil and is responsible for the oversight of ANAC and INFRAERO.

ANAC, which was created in 2005, has full regulatory powers regarding the following:

• guiding, planning, stimulating and supporting the activities of public and private civil aviation companies in Brazil;

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• regulating flight operations; and

• regulating economic issues affecting air transportation and airports, including air safety, certification and fitness, insurance, consumer protection and competitive practices.

INFRAERO is a state-controlled airport operator that reports to the SAC. It is responsible for managing, operating and controlling all government-operated federal airports (i.e., those whose operations have not been transferred to private parties by way of concessions), including safety, operational conditions and infrastructure.

The National Commission of Airport Authorities (Comissão Nacional de Autoridades Aeroportuárias), or CONAERO, which was created in 2011, is a commission within the SAC. Its role is to coordinate the activities of the different entities and public agencies with respect to airport efficiency and safety.

The Department of Airspace Control (Departamento de Controle do Espaço Aéreo), or DECEA, reports indirectly to the Brazilian Minister of Defense. It is responsible for planning, administrating and controlling activities related to airspace, aeronautical telecommunications and technology, as well as military aviation. Its functions include approving and overseeing the implementation of equipment and navigation, meteorological and radar systems. The DECEA also controls and supervises the Brazilian Airspace Control.

The Brazilian Civil Aviation Council (Conselho de Aviação Civil), or CONAC, which was created in 2000, is an advisory body to the President of Brazil with authority to establish national civil aviation policies, to be adopted and enforced by the Aeronautics High Command and ANAC. CONAC establishes guidelines relating to following:

• the representation of Brazil in conventions, treaties and other activities related to international air transportation;

• airport infrastructure;

• the provision of funds to airlines and airports to further strategic, economic or tourism interests;

• the coordination of civil aviation;

• air safety; and

• the granting of air routes, concessions and permissions for commercial air transportation services.

Airport Infrastructure

Brazilian currently has more than 2,500 private and public airfields. Airlines that operate regularly scheduled flights primarily use public airport infrastructure, with 97% of total passenger traffic passing through a network consisting of 67 airports. INFRAERO is responsible for the operational matters of 60 of these airports.

A number of smaller, regional airports in Brazil are under the control of state or municipal governments and are managed by local governmental entities. INFRAERO is responsible for safety and security activities at the largest airports, including passenger and baggage screening, cargo security measures and airport security.

The Brazilian government is implementing a program to grant the operation of certain airports in Brazil by way of concessions granted following public bids. Concessions for the international airports of São Paulo (Guarulhos), Brasília and Campinas were granted to private parties following a public bid in February 2012. In November 2013, Belo Horizonte (Confins International Airport) in the state of Minas Gerais, and Rio de Janeiro (Galeão International Airport) have also been privatized by way of concessions. The result of this bid was confirmed by ANAC on January 24, 2014. The concessions for these airports have terms of between 20 to 30 years. Previously, a 28-year concession for São Gonçalo do Amarante International Airport, located in Natal in the state of Rio Grande do Norte, was granted to consortium named Inframérica following a public bid in October 2011.

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The following chart summarizes the concession conditions for these airports:

	São Paulo (Guarulhos)	Campinas	Brasília	São Gonçalo do Amarante	Belo Horizonte (Confins)	Rio de Janeiro (Galeão)
Winning bid	R$16.2 billion	R$3.8 billion	R$4.5 billion	R$170 million	R$1.8 billion	R$19 billion
Concession term	20 years	30 years	25 years	28 years	30 years	25 years
Minimum Investment	R$4.7 billion	R$8.7 billion	R$4.7 billion	R$650 million	R$3.5 billion	R$5.7 billion
Additional fee	10% of annual gross revenue, equal to R$1,770 million for the term of the concession	5% of annual gross revenue, equal to R$649 million for the term of the concession	2% of annual gross revenue, equal to R$107 million for the term of the concession	—	5% of annual gross revenue	5% of annual gross revenue

Source:  SAC and ANAC.

Guarulhos, Brasília and Campinas International airports represented approximately 30% of total passengers transported in Brazil in 2011, including domestic and international traffic, according to ANAC. In 2011, for the first time since 1997, the Brazilian government increased landing and navigation fees at the busiest airports as compared to less busy airports and at peak hours.

Of the 60 Brazilian airports managed directly or indirectly by INFRAERO, approximately 13 airports are currently receiving infrastructure investments and upgrades. The airport upgrade plan does not require contributions or investments by Brazilian airlines, and is not expected to involve increases in landing fees or passenger taxes on air travel.

In December 2012, the Brazilian government announced an incentive program for the regional aviation industry, which we expect will be implemented in 2015. The program includes investments of up to R$7.3 billion in 270 regional airports. As part of the incentive package, the Brazilian government announced that it intends to provide subsidies and airport fee exemptions for regional flights.

An additional measure of the announced program was the enactment of the Federal Decree nº 7,871 of December 21, 2012, which regulates the commercial operation of public airports that exclusively operate non-scheduled flights. We cannot confirm if such amendment will effectively occur, but in January 2014, SAC demonstrated its intention to amend Decree nº 7,871 in order to exclude the limitation currently in force that prohibits regular flights in such airports. If such amendment occurs, it will permit us to increase the number of locations from which we are able to operate.

ANAC has also enacted Resolution No. 336, of July 2014, which, apart from the incentive package, sets forth new procedures for the distribution of slots in airports operating at full capacity (currently, only Congonhas, the São Paulo downtown airport, is under such definition). The resolution increases the participation of airlines that operate routes in regional airports, which places us in a privileged position before our competitors. By the distribution performed in October 2014, we received 26 slots in the airport and in November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our offering to São Paulo passengers.

Airlines and service providers may lease areas within federal, state or municipal airports, such as hangars and check-in counters, subject to concessions or authorizations granted by the authority that operates the airport—which may be INFRAERO, the state, the municipality or a private concession holder, as the case may

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be. No public bid is required for leases of spaces within airports, although INFRAERO may conduct a public bidding process if there is more than one applicant. In other cases, the use may be granted by a simple authorization or permission issued by the authority that operates the airport. In the case of airports operated by private entities, the use of concession areas is subject to a commercial agreement between the airline and the airport operator.

We have renewable concessions with terms varying from one to five years from INFRAERO and other granting authorities to use and operate all of our facilities at each of the major airports that we serve. Most of our concession agreements for passenger service facilities at our terminals, which include check-in counters and ticket offices, operational support areas and baggage service offices, contain provisions for periodic adjustments of the lease rates and the extension of the concession term. We have airport areas under concession and certain areas which concessions are being duly formalized in order to be renewed.

Air Transportation Service Concessions

Under the Brazilian Constitution, the Brazilian government is responsible for air transportation and airport infrastructure, as a public service, and may provide these services directly or by way of concessions or authorizations to third parties. ANAC is the authority empowered to authorize concessions for the operation of regular air transportation services.

ANAC requires companies interested in operating air services to meet certain economic, financial, technical, operational and administrative requirements. The applicant must be an entity incorporated in Brazil whose constitutive documents have been approved by ANAC, must have a valid Airline Operating Certificate (Certificado de Operador Aéreo—COA), and must comply with the ownership restrictions discussed below. ANAC has the authority to revoke a concession if the airline fails to comply with the Brazilian Aeronautical Code and any other relevant laws or regulations relating to the concession agreement, including if the airline fails to meet specified service levels, ceases operations or declares bankruptcy.

Azul Linhas’ concession was granted on November 26, 2008 by ANAC and has a term of ten years. TRIP’s concession was granted on September 3, 1998 by the Air Force Command (formerly the Ministry of Aeronautics), a predecessor to ANAC, for a term of 15 years, which was renewed by ANAC on October 3, 2013 for an additional 10-year period.

Public bidding is not currently required for the grant of concessions for the operation of air transportation services. Due to the intense growth of the civil aviation sector, however, it is possible that the government may change this rule in order to encourage competition or to achieve other political purposes.

The concession agreement can be terminated if, among other things, Azul Linhas fails to meet specified service levels, ceases operations or declares bankruptcy. By the end of the term of the concession, the continuation of the provision of airport services depends on the extension of the term of the current concession agreement or the granting of a new concession.

The renewal of the concession agreement or the granting of a new concession would depend on the rendering of adequate services by us, on the maintenance of the necessary authorizations from the Brazilian government to conduct flight operations, including authorization and technical operative certificates from ANAC and on the ongoing compliance with applicable statutes, rules and regulations pertaining to the airline industry, including any rules and regulations that may be adopted in the future.

Route Rights

Domestic routes

For the granting of new routes and changes to existing ones, ANAC evaluates the current capacity of the airport infrastructure where the route would be operated. Route frequencies are granted subject to the condition that they are operated on a frequent basis.

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Any airline’s route frequency rights may be terminated if the airline (i) fails to begin operation of a given route for a period exceeding 15 days, (ii) fails to maintain at least 75% of flights provided for in its Air Transportation Schedule (Horário de Transporte Aéreo), or HOTRAN, for any 90-day period or (iii) suspends operations for a period exceeding 30 days.

ANAC approval of new routes or changes to existing routes is granted through an administrative procedure and requires no changes to existing concession agreements.

The HOTRAN is the official schedule report of all routes that an airline can operate. Once routes are granted, they must be immediately reflected in the HOTRAN. The HOTRAN provides not only for the routes but also the times of arrival at and departure from certain airports, none of which may be changed without the prior consent of ANAC. Brazilian laws and regulations do not permit an airline to sell, assign or transfer its routes to another airline.

International routes

Rights regarding international routes and the corresponding transit rights depend on the bilateral air transport treaties between Brazil and the foreign government. Under these treaties, each government grants to the other the right to designate one or more domestic airlines to operate scheduled services between certain destinations in each country. Airlines are only entitled to apply for new international routes when they are made available under these agreements.

ANAC has the authority to grant Brazilian airlines approval to operate a new international route or change an existing route, subject to the airline having filed satisfactory studies to ANAC demonstrating the technical and financial viability of the routes and fulfilling certain conditions with respect to the concession for the routes. A Brazilian airline that received ANAC approval to provide international services may address a request for approval of a new or changed route to the International Relations Superintendence of ANAC (SRI—Superintendência de Relações Internacionais da ANAC). The Superintendence submits a non-binding recommendation to the president or ANAC, who may decide whether to approve the request.

An airline’s international route frequency rights may be terminated if the airline fails to maintain an Index of Frequency Utilization (Índice de Utilização de Freqüência), or IUF, of at least 66% of flights for any 180-day period, or if the airline does not initiate operations within a period of 180 days from the grant of the new route.

In 2010, ANAC approved regulations regarding international fares for flights departing from Brazil to the United States and Europe, which gradually removes the previous minimum fares. In 2010, ANAC approved the continuity of bilateral agreements providing for open skies policies with other South American countries, as well as a new open skies policy with the United States that is expected come into force in 2015. In March 2011, Brazil also signed an open skies agreement with Europe that is expected come into force in 2014.

Domestic Slots Policy

For certain airports that are classified as operating at full capacity by ANAC, passenger airlines are required to obtain slots from ANAC. A slot is a predetermined period of time during which the airline is allowed to takeoff or land at a specific airport. To obtain domestic slots, the airline must submit a request to ANAC with at least two months’ notice. ANAC allocates slots according to the airline’s rotation activities. Airlines may transfer slots with ANAC’s prior approval. An airline may lose its rights to its slots where service provision is below the quality determined by ANAC. In these cases, the slots are distributed to other airline companies by public tender.

Currently, there is only one Brazilian airport where slots are necessary to permit scheduled flights: Congonhas in São Paulo, which is operated by INFRAERO. This airport, which is the busiest domestic airport in Brazil, has a shortage of slots due to the lack of airport infrastructure to meet current demand. As a result, the number of new slots granted by ANAC at this airport is limited. New slots are awarded by public tender and

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generally only become available when they are taken from existing airlines as a result of disciplinary proceedings, or when airport capacity is increased. In the most recent distribution of slots, ANAC opened the public tender to all airlines that were qualified to bid. Airports in smaller and medium-sized markets, which are the focus of our growth strategy, do not require slots, which allows us greater flexibility in establishing our timetable when building out our route network.

In 2012 the Brazilian government also announced that as part of the incentive package, Congonhas, the São Paulo downtown airport, will be required to allocate more slots dedicated to regional aviation and, in relation thereto, has ordered, through SAC, a redistribution of these new slots in 2014.

In early 2013, ANAC held a public consultation process to change its regulations regarding the redistribution of slots, with the aim of increasing competition between airlines. On July 22, 2014, ANAC enacted its Resolution No. 338, which benefited us by enabling us to penetrate major airports where the slots are currently concentrated with a few airline companies. In October 2014, the distribution of slots in Congonhas airport was completed and we received 26 new slots. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our offering to São Paulo passengers.

Import of Aircraft into Brazil

Any civil or commercial aircraft must be certified in advance by ANAC before being imported into Brazil. Once certified, the aircraft may be imported in the same way as other goods. Following import, the importer must register the aircraft with the Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro).

Registration of Aircraft

Brazilian aircraft must have a certificate of registration (certificado de matrícula) and a valid certificate of airworthiness (certificado de aeronavegabilidade), both of which are issued by the RAB after technical inspection of the aircraft by ANAC. The certificate of registration establishes that the aircraft has Brazilian nationality and serves as proof of its enrollment with the aviation authority. The certificate of airworthiness, which is generally valid for 15 years from the date of ANAC’s initial inspection, authorizes the aircraft to fly in Brazilian airspace, subject to continuing compliance with certain technical requirements and conditions. An aircraft’s registration may be cancelled if the aircraft is not in compliance with the requirements for registration and, in particular, if it has failed to comply with any applicable safety requirements specified by ANAC or the Brazilian Aeronautical Code.

All information relating to the contractual status of an aircraft, including title documents, operating leases and mortgages, must be filed with the RAB in order to update public records.

Fares

Brazilian regulations allow airlines to establish their own domestic fares without prior approval from the Brazilian government or any other authority. However, ANAC regularly monitors domestic fares. In particular, under regulations published in 2010, Brazilian airlines must report their monthly prices to ANAC by the last business day of each month.

Restrictions on the Ownership of Shares in Air Transportation Service Providers

Under the Brazilian Aeronautical Code, at least 80% of the voting stock of a company that holds a concession to provide scheduled air transportation services must be held directly or indirectly by Brazilian citizens, and the company must be managed exclusively by Brazilian citizens. Our subsidiary Azul Linhas Aéreas Brasileiras S.A., holder of our concession, complies with these requirements. In addition, 100% of our voting

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stock is held by Brazilian citizens. The Brazilian Aeronautical Code also imposes restrictions on transfers of the shares of companies that hold concessions to provide scheduled air transportation services, including the following:

• all voting shares must be nominative;

• no non-voting shares may be converted into voting shares;

• prior approval of the Brazilian aviation authorities is required for any transfer of shares (regardless of the nationality, corporate status or structure of the transferee) if the transfer relates to more than 2% of the airline’s share capital, would result in a change in control of the airline, or would cause the transferee to hold more than 10% of the airline’s share capital;

• the airline must file a detailed shareholder chart with ANAC every six months, including a list of shareholders and a list of all share transfers effected in the preceding six months; and

• based on its review of the airline’s shareholder chart, ANAC may require that any further transfer of shares be subject to its prior approval.

These restrictions apply not only to companies that hold concessions to provide scheduled air transportation services, but also to their direct and indirect shareholders. Our subsidiaries Azul Linhas and TRIP hold concessions to provide scheduled air transportation services. These restrictions therefore apply to Azul, and in the event of any transfers of our shares, ANAC would evaluate whether or not the transferee and its shareholders comply with these requirements.

We have observed some initiatives by members of the Brazilian parliament to amend this rule and allow participation by foreign companies of up to 49% of the voting stock. Nevertheless, and despite frequent discussion of the subject by the Brazilian Minister of Civil Aviation, efforts to amend the Brazilian Aeronautical Code are not a priority of the current parliament.

Environmental Regulation

Brazilian airlines are subject to various federal, state and municipal laws and regulations relating to the protection of the environment, including the disposal of waste, the use of chemical substances and aircraft noise. These laws and regulations are enforced by various governmental authorities. If an airline fails to comply with these laws and regulations it may be subject to administrative and criminal sanctions, in addition to the obligation to remediate the environmental damage and/or to pay damages to third parties. In addition, Brazilian environmental law establishes a regime of strict civil liability (i.e., irrespective of fault) as well as joint civil liability, meaning that we may be held liable for violations by any third parties whom we hire to dispose of waste. Brazilian environmental law also provides for “piercing of the corporate veil,” which imposes liability on a corporation’s controlling shareholders in order to ensure sufficient financial resources to cover environmental damage. Accordingly, we may be directly liable for any violations caused by Azul Linhas and TRIP.

We seek to comply with all environmental legislation and all requirements of public authorities in order to avoid liabilities and limit additional expenses.

Environmental Licenses

Under Brazilian law, the authority to grant environmental licenses for facilities or activities within a state, among other activities, belongs to the state authorities, unless the environmental impact would extend beyond the state border, in which case the Brazilian federal government has jurisdiction. Municipal authorities have jurisdiction over the licensing of facilities or activities that have a local impact. Each state has the power to establish specific regulations regarding environmental licensing procedures, within the scope of general guidelines established by the Brazilian government.

All requests for renewal of an environmental license must be filed at least 120 days prior to its expiry. Provided that this deadline is complied with, the license is automatically extended until the environmental authority issues its decision.

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The constructing, implementation, operation, expansion or enlargement, without a license, of any facility or activity that causes significant environmental impact, or the expansion of an activity in violation of an existing license, subjects the violator to various penalties, including the requirement to shut down the facility or activity and fines ranging from R$500 to R$10,000,000. These penalties would therefore apply if we were to carry out any potentially polluting activity without a valid license or in violation of the license terms.

We require our suppliers to comply with several Environmental Management System procedures and use technical audits to enforce compliance. We exercise caution in environmental matters, and reserve the right to reject goods and services from companies that do not meet our environmental protection parameters unless confirmation of compliance is received.

Gas Emissions

We are monitoring and analyzing developments regarding amendments to the Kyoto protocol and the emissions regulations in the United States and Europe. We may be required to purchase carbon credits for the operation of our business in future. No legislation on this matter has yet been enacted in Brazil.

Waste

Brazilian law, and particularly the National Policy on Solid Waste of 2010, provides that the transportation, management and final disposal of waste matter may not cause damage to the environment or inconvenience to public health and welfare. Brazilian legislation regulates the segregation, collection, storage, transportation, treatment and final disposal of waste, and states that parties who outsource waste disposal to third party providers are jointly and severally liable with the service provider.

The administrative penalties applicable to the improper discharge of solid, liquid and gas waste, whether or not resulting in effective contamination, include, among others, embargo of the activity or civil work and fines up to R$50 million. The costs for the proper waste management will probably increase in the coming years, in view of the implementation of sectorial agreements and greater regulation.

Proper transportation, treatment and final discharge of waste depend on the waste classification for disposal. The projects are subject to prior approval by the environmental authorities. Waste treatment activities are prone to licensing.

In the context of the shared responsibility (responsabilidade compartilhada), the National Solid Waste Policy provides that some industrial sectors shall implement a Reverse Logistics (Logística Reversa) system, defined as the actions and procedures to enable the collection and recovery of solid residues, for reusing in the manufacture cycles, as well as in other destination. As stated in the applicable legislation, the Reverse Logistics systems may be implemented jointly or individually by companies.

The Reverse Logistics system shall envisage the take back of products after the consumer’s use for their reuse in the manufacture cycle or for proper final destination. Such obligation is applicable to the Company as a consumer of lubricating oil, tires etc. The reverse logistics systems of these products are currently being implemented in Brazil. Each part of the chain has specific obligations with the goal of reducing the solid residues volume and mitigating adverse impacts on human health and on the environment.

Environmental Liability

Brazil’s National Environmental Policy provides for strict civil liability for damages caused to the environment, which means that we can be held liable for any damage irrespective of fault. To establish strict liability, one simply has to demonstrate a cause-effect relationship between the polluter’s activity and the resulting damage in order to trigger the obligation to redress the environmental damage.

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Public Attorneys’ offices, foundations, state agencies, state-owned companies and environmental protection associations are all authorized by law to file public civil actions seeking compensation for environmental damages. The National Environmental Policy provides an extensive list of parties who can be held liable for environmental damages and establishes joint liability among all the parties involved in polluting activity. Accordingly, the victim or any of the other parties entitled to sue may choose to seek damages against any single responsible party, and the defendant is entitled to seek recourse against all other parties involved in polluting activity.

According to prevailing legal opinion in Brazil, there is no statute of limitations for claims seeking compensation for environmental damages.

Criminal liability for environmental matters in Brazil extends to corporations as well as to individuals. If a corporation is found criminally liable for an environmental violation, its officers, directors, managers, agents or proxies may also be subject to criminal penalties if there is proof of their intent or fault. The settlement of a civil or administrative lawsuit does not necessarily prevent criminal prosecution for the same violation. Freedom-restricting penalties (confinement or imprisonment) are often reduced to right-restricting penalties, such as community service mandates. Criminal sanctions encompass imprisonment in the case of individuals, or dissolution or restriction of rights for legal entities. Fines may be replaced by an undertaking by the violator to take specific steps to redress the environmental damage, if approved by the appropriate environmental authority. Enforcement of fines may be suspended upon settlement with environmental authorities for damage redress.

Pending Legislation

The Brazilian Congress is currently discussing a draft bill that would replace the current Brazilian Aeronautical Code. This draft bill deals with matters related to civil aviation, including airport concessions, consumer protection, limitation of airlines’ civil liability, compulsory insurance, fines and an increase in the limit on foreign ownership in voting stock of Brazilian airlines from 20% to 49%.

The draft bill is still under discussion in the Brazilian House of Representatives and, if approved, must be submitted for approval to the Senate before being sent for presidential approval. If the Brazilian civil aviation framework changes in the future, or if ANAC implements increased restrictions, our growth plans and our business and results of operations could be adversely affected. Since these discussions have been ongoing since 2009, there is a significant possibility that the Brazilian Aeronautical Code could be amended in 2014.

Aircraft Repossession

On March 1, 2012, Brazil ratified the Cape Town Convention, which created a system of international registration of legal interests in aircraft and engines. This convention has been ratified and published as a Presidential Decree on May 15, 2013, and was regulated by ANAC through Resolution No. 309, of March 18, 2014.

The Cape Town Convention is intended to standardize transactions involving movable property. The treaty creates international standards for registration of ownership, security interests (liens), leases and conditional sales contracts, as well as various legal remedies for default in financing agreements, including repossession and provisions regarding how the insolvency laws of the signatory states will apply to registered aircraft and engines. The Convention provides specific remedies such as the International Deregistration Power of Attorney, which allows recovery of the aircraft in case of default and insolvency. The RAB has been appointed as the responsible authority regarding the international registry in Brazil.

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Government Insurance

In response to substantial increases in insurance premiums to cover risks related to terrorist attacks following the events of September 11, 2001 in the United States, the Brazilian government enacted Law No. 10,744 of 2003, authorizing the government to assume civil liability to third parties for any injury to goods or persons, whether or not passengers, caused by terrorist attacks or acts of war against Brazilian aircraft operated by Brazilian airlines in Brazil or abroad. This statutory coverage is limited to an amount of US$1 billion. In addition, under the abovementioned legislation, the Brazilian government may, at its sole discretion, suspend this assumption of liability at any time, provided that it gives seven days’ notice of the suspension.

We maintain all other mandatory insurance coverage for each of our aircraft and additional insurance coverage as required by lessors. See “Business—Insurance.”

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INDUSTRY

Overview

Brazil remains one of the strongest emerging economies in the world. Marked improvements in Brazil’s economic prosperity over the last decade have led to growth in the Brazilian middle class. According to Brazilian federal government studies, between 2002 and 2010 21% of the Brazilian population entered the middle class and an additional 6% entered the upper income classes. According to information provided by the World Bank, from 2007 to 2013, Brazilian nominal GDP/capita in U.S. dollar terms increased from approximately $7,194 to approximately $11,208, and is projected to reach approximately $20,564 by 2020 according to Business Monitor. Brazil was named the seventh largest economy in the world in 2013 by CEBR. We believe the growth in the Brazilian economy has driven higher demand for air transport, both for leisure and business travel.

In Brazil, air transportation has historically been affordable strictly for the country’s higher income segment, resulting in a comparatively low level of air travel. We believe that air transportation in Brazil will increase significantly as it offers a viable, convenient and affordable alternative to other modes of transport, principally bus and car. Air travel per capita still remains relatively low in Brazil despite significant growth in the aviation market. Brazil, which is geographically similar in size to the continental United States is the third largest market for domestic passengers after the United States and China, and is expected to reach 122.4 million domestic passengers in 2017, an increase of 32.4 million passengers from 90.0 million in 2013, according to Innovata data. According to ANAC, there were 90.0 million domestic enplanements and 6.0 million international enplanements by Brazilian airlines in 2013, for a total population of approximately 194 million, according to the IBGE. In contrast, according to the U.S. Department of Transportation, the United States had approximately 647.9 million domestic enplanements and approximately 181.1 million international enplanements in 2013, out of a total population of approximately 316 million, based on the most recent U.S. Census.

The number of domestic revenue enplanements in Brazil has grown from 29 million in 2000 to over 90 million in 2013. In terms of domestic revenue passenger kilometers, the industry’s passenger traffic has grown from 25.5 billion RPKs in 2000 to 88.2 billion RPKs in 2013. Available domestic capacity in this same period grew from 43.4 billion ASKs in 2000 to 115.9 billion ASKs in 2013. Domestic industry load factors, calculated as RPKs divided by ASKs, averaged 66.1% over the same period. The table below shows the figures of domestic industry passenger traffic and available capacity for the periods indicated:

	At September 30,			At December 31,
	2014			2013			2012			2011			2010			2009(1)
				(in millions, except percentages)
Available seat kilometers		86,201			115,886			119,337			116,096			102,728			86,126
Available seat kilometers—growth		-0.1	%		2.9	%		2.8	%		13.0	%		19.3	%		14.6	%
Revenue passenger kilometers		68,448			88,226			87,046			81,462			70,277			56,760
Revenue passenger kilometers—growth		5.4	%		1.4	%		6.9	%		15.9	%		23.8	%		14.4	%
Load factor		79.4	%		76.1	%		72.9	%		70.2	%		68.4	%		65.9	%

Source:  ANAC, Advanced Comparative Data (Dados Comparativos Avançados).

(1) In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology, whereas information for 2007 and 2008 was calculated pursuant to the old methodology and may not be fully comparable. According to ANAC, the changes were designed to align data with the concepts adopted by the ICAO. The change was necessary because Brazil has joined the ICAO’s statistical program and supplies the ICAO’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.

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As experienced during the 2014 World Cup and as expected in the upcoming Summer Olympics (2016) in Brazil, the need for substantial additional airport infrastructure investments is evident. In recognition of significant opportunities to improve the quality of this infrastructure, the Brazilian government is carrying out a comprehensive plan of airport privatizations. In August 2011 the Brazilian government privatized the new Natal airport, which will be constructed and operated by a private consortium. In February 2012 the Brazilian government privatized the Guarulhos, Brasília and Campinas international airports, which will be operated by three separate consortia for periods of 20 to 30 years. In November 2013 the Brazilian government also privatized the Galeão Airport, in Rio de Janeiro, Confins Airport, in Minas Gerais, which will be operated by two separate consortia for periods of 25 and 30 years, respectively. Other airports are expected to be privatized in the near future. See “Regulation—Regulation of the Brazilian Civil Aviation Market—Airport Infrastructure.”

Long-distance travel alternatives in Brazil are limited given that there is no interstate rail system and road infrastructure is poor. Interstate bus service is the most viable alternative to air travel. According to the Global Competitiveness Report (2013-2014) Brazil ranks 114^th out of 148 countries in terms of “Overall Infrastructure Quality,” making travel, by any means, challenging and time consuming, particularly for long distances. We believe that compared with other markets, long-distance bus travel is more expensive, significantly more inconvenient given poor infrastructure quality, and less safe. We also believe that Brazil has relatively high prices of automobiles, automotive fuel and tolls, and automobiles make driving a less cost-efficient mode of transport than in other markets. According to our estimates, a trip by bus from Campinas to Salvador would take 15 times as long (30 hours) and cost approximately 15% more than a one-way air ticket purchased two weeks in advance for the same route. Despite the significant growth in air travel in Brazil over the last decade, we believe that there is still significant upside potential for bus passengers to switch to low-fare air transport.

The growth in the Brazilian middle class led to significantly increased demand for international air travel by Brazilians. As air transportation has become more affordable, Brazilians are allocating a larger portion of their disposable income to international travel. We believe that our unique offering will present the most convenient alternative for many Brazilians traveling to key international destinations such as Florida and New York from destinations throughout the country. According to the U.S. Department of Commerce, passenger traffic from Brazil to Florida was approximately 1.2 million passengers in 2013, with Brazil ranking first in terms of inbound passengers to Florida.

Market Environment

Airlines in Brazil compete primarily on the basis of routes, fare levels, frequency of flights, capacity, airport operating rights and presence, service reliability, brand recognition, frequent flyer programs and customer service.

Our main competitors in Brazil are Gol and LATAM, which are a full-service scheduled carriers offering flights on domestic and international routes. Since 2011, the airline industry in Brazil has witnessed significant consolidation. In 2012, Lan Airlines S.A. completed the acquisition of TAM to form LATAM. In 2011, Gol acquired Webjet, and in 2012 we acquired TRIP, consolidating the low-cost segment and capitalizing on financial and operational synergies from the combination. We also face domestic competition from other domestic scheduled carriers, regional airlines and charter airlines, which mainly have regional networks.

Air travel in Brazil has been historically concentrated in a limited number of large markets. According to ANAC, the ten busiest routes accounted for over 21.1% of all domestic air passengers in 2012, while the ten busiest airports accounted for 67.3% of all domestic passenger traffic through INFRAERO airports in terms of arrivals and departures in 2012. Given this concentration of demand for air travel, most Brazilian airlines have focused on serving particular high traffic markets and, we believe, have deliberately reduced network coverage of less busy route pairs and markets. This reduction in service and focus on principal markets has created an opportunity to provide convenient air transport connectivity to underserved markets in Brazil. Furthermore, we believe that these markets, generally located in less densely-populated areas of the country, cannot be profitably

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served by larger gauge Boeing 737 and Airbus A320 family aircraft, which make up the principal fleets of our largest competitors, but are better served by smaller, lower trip cost Embraer E-Jets and ATR aircraft that we operate.

As the growth in the Brazilian airline sector evolves, we may face increased competition from our primary competitors and charter airlines as well as new entrants into the market who reduce their fares to attract new passengers in some of our markets.

The table below shows the departure share of the main airlines in Brazil as of the dates indicated:

	At September 30,			At December 31,
Departure Share	2014			2013			2012			2011			2010			2009
Azul(1)		31.6	%		31.4	%		28.7	%		9.4	%		5.5	%		3.5	%
GOL(2)		32.1	%		32.5	%		34.8	%		35.8	%		34.0	%		39.7	%
TAM		26.2	%		27.1	%		27.8	%		30.5	%		34.0	%		37.6	%

Source:  Innovata

(1) TRIP’s results were consolidated into our financial statements commencing November 30, 2012. The December 31, 2012 numbers include TRIP’s results.

(2) On October 3, 2011, Gol acquired Webjet. The results were consolidated into Gol’s financial statements commencing November 3, 2011.

The table below shows the historical market shares on domestic routes, based on revenue passenger kilometers, of the main airlines in Brazil for each of the periods indicated:

	At September 30			At December 31,
Domestic Market Share(1)— Scheduled Airlines	2014			2013			2012			2011			2010			2009
GOL(2)		35.9	%		35.4	%		38.7	%		42.9	%		45.5	%		45.8	%
TAM		38.2	%		39.9	%		40.8	%		41.2	%		42.6	%		45.7	%
Azul(3)		16.8	%		16.9	%		14.5	%		11.9	%		8.4	%		5.3	%
Others		9.1	%		7.8	%		6.0	%		4.1	%		3.5	%		3.1	%

Source:  Advanced Comparative Data (Dados Comparativos Avançados)

(1) In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology, whereas information for 2007 and 2008 was calculated pursuant to the old methodology and may not be fully comparable. According to ANAC, the changes were designed to align data with the concepts adopted by the ICAO. The change was necessary because Brazil has joined the ICAO’s statistical program and supplies ICAO’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.

(2) On October 3, 2011, Gol acquired Webjet, the results were consolidated into Gol’s financial statements commencing October 3, 2011.

(3) TRIP’s results were consolidated into our financial statements commencing November 30, 2012. The December 31, 2012 numbers include TRIP’s results.

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The table below shows the number of destinations served on domestic routes of the main airlines in Brazil as of the dates indicated:

	At September 30,		At December 31,
Number of Domestic Destinations Served	2014		2013		2012		2011		2010		2009
Azul(1)		103		101		98		42		27		15
GOL(2)		54		51		52		52		51		49
TAM		42		42		42		44		52		47

Source:  Innovata

(1) The data presented at December 31, 2012 for Azul includes domestic destinations served by TRIP as well as two airports that were temporarily closed in December 2012.

(2) On October 3, 2011, Gol acquired Webjet. The results were consolidated into Gol’s financial statements commencing November 3, 2011.

Domestically, we also face competition from ground transportation alternatives, primarily interstate bus companies. Given the absence of interstate passenger rail services in Brazil, travel by bus has traditionally been the only low-cost option for long-distance travel for a significant portion of Brazil’s population. We believe that our low-cost business model has given us flexibility to set our fares to stimulate demand for air travel for passengers who, in the past, have traveled long distances primarily by bus. In particular, the highly competitive fares we have offered for travel on our night flights, which have often been comparable to, or in some routes more economical than, bus fares for the same destinations, provided direct competition for interstate bus companies on these routes.

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BUSINESS

Overview

We have been the fastest growing airline in Brazil in terms of ASKs since we commenced operations in December 2008 and currently have the largest airline network in the country in terms of cities served, with service at September 30, 2014 to 103 destinations, 217 routes and 864 departures per day. We are in the process of expanding our operations with selected non-stop service to high-demand locations in the United States, which we expect to launch in December 2014. Our model is to stimulate demand by providing frequent and affordable air service to underserved markets, with the result that we are the sole airline on 64.9% of our existing routes and have a 31.6% share of the Brazilian aviation market in terms of departures.

We were founded by entrepreneur David Neeleman and are the latest of his four airline ventures with sustained operational viability in three different countries, including JetBlue Airways. Backed by Mr. Neeleman and other key shareholders such as Weston Presidio, TPG Growth, Fidelity, Gávea Investimentos and Grupo Bozano, we are highly capitalized and have invested in a robust and scalable business model. We have a management team that combines local knowledge with diversified experience in and knowledge of best practices from the United States, the world’s largest and most competitive aviation market.

In 2012 we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations and have consolidated its results of operations into our financial statements since November 30, 2012. The acquisition substantially increased our network connectivity, enabling us to become the leading carrier by departures in 66 cities as of September 30, 2014 and consolidate our position as the leader in Brazil’s fast-growing regional aviation market. Through the acquisition, we became the leading carrier in Belo Horizonte, Brazil’s third largest metropolitan area and gained strategic landing rights at Guarulhos airport in São Paulo and Santos Dumont airport in Rio de Janeiro, complementing our hub at Campinas in the state of São Paulo. In addition, our operating results have significantly improved since the acquisition, reflecting what we believe are the synergy gains of our combined networks.

We believe we have created a robust network of profitable routes by stimulating demand through frequent and affordable air service. We select routes that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We believe we can continue expanding our domestic network while simultaneously leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States.

Our flexible fleet enables us to serve smaller and larger markets by connecting them to our extensive network of destinations. Our operating fleet of 128 aircraft, composed of 77 modern Embraer E-Jets, which seat up to 118 customers, and 51 fuel-efficient ATR aircraft, which seat up to 70 customers, allows us to effectively match capacity to demand and offer more convenient and frequent non-stop service than our main competitors, who exclusively fly larger aircraft within Brazil. We believe this structure not only stimulates demand from business travelers, who tend to travel more as a result of increased flight frequencies, but also attracts cost-conscious leisure travelers, many of whom are first time flyers, by offering low fares for advance purchases. Our current business plan contemplates the addition of next-generation narrowbody and widebody aircraft, which are more fuel-efficient than current generation aircraft. As fuel represents more than 35% of our total operating costs, we believe that the addition of next-generation aircraft will allow us to further improve the efficiency of our fleet. We believe that our strategic fleet plan will allow us to maintain industry-leading trip costs and further reduce our CASK, both in absolute terms and relative to our competitors. With an average age of 3.6 years at September 30, 2014, our operating fleet is younger than that of our main competitors, Gol and TAM. In addition, we expect that the acquisition of larger narrowbody and widebody aircraft will allow us to further enhance profitability when servicing high-density markets that allow for the profitable use of larger aircraft as well as to service select international destinations.

We believe we have built a strong brand by offering a high-quality travel experience, based on a culture of customer service provided by a highly motivated team of crewmembers. Among other awards we were named

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“Best Low Cost Carrier in Latin America” in 2014, 2013, 2012 and 2011 by Skytrax, an independent aviation research organization, and “Best Low Cost Carrier in The World” in 2012 by CAPA, an independent aviation research organization. Our domestic service offering features individual entertainment screens incorporating free LiveTV at every seat on virtually all of our jets, extensive legroom with a pitch of 30 inches or more, two-by-two seating with no middle seats, complimentary beverage and snack services, and free bus service to key airports (including between the city of São Paulo and Campinas airport).

As of September 30, 2014, we were the market leader by frequency on 76.2% of our routes, as the only airline operating on 64.9% of our routes and the most frequent carrier on an additional 11.3% of our routes, according to Innovata data. This extensive network coverage allows us to offer more itineraries and connections than our competitors, which serve a significantly smaller number of destinations. We believe that this leading network position has enabled us to achieve significantly higher PRASK than other domestic carriers in the five-year period ended December 31, 2013. For the nine months ended September 30, 2014, we had an average load factor of 80% and generated a 43% PRASK premium relative to Gol, according to its publicly available results of operations furnished to the SEC for the nine months ended September 30, 2014.

We believe that by using the right-sized aircraft for the markets we serve we are able to have lower trip costs than our competitors. Our fleet of ATR and E-Jets enables us to penetrate markets that our competitors, who only fly larger narrowbody aircraft, cannot serve profitably. Our modern E-Jets seat up to 118 customers, and our fuel-efficient ATR aircraft seat up to 70 customers, while the narrowbody aircraft used by our two principal competitors in Brazil have between 144 and 220 seats and are therefore not suited to serve markets with lower demand profitably. As a result, the average trip cost for our combined fleet of E-jets and ATRs is 35.3% lower than that of larger Boeing 737-800 jets flown by Gol, our main competitor, according to its results of operations furnished to the SEC for the nine months ended September 30, 2014. In addition, our end-of-period FTEs per aircraft as of September 30, 2014 was the lowest in Brazil, at 73 compared to 171 for LATAM and 115 for Gol as of September 30, 2014, according to their respective results of operations furnished to the SEC for the nine months ended September 30, 2014. We expect to continue to utilize our Embraer E-Jets to service high-demand routes targeted at business travelers and our ATR aircraft to service short-haul and smaller regional airports and to continue to seek to provide low cost air service to these cities and locations. We also plan to receive new next -generation Airbus A320neos, which are more fuel -efficient than current generation narrowbody aircraft, starting in 2016 to serve domestic long-haul routes with high-demand targeted at leisure travelers, including the Northeast of Brazil. We have recently announced an intention to begin limited international service and are acquiring new aircraft for this and expanded domestic service. See “Summary – Our Strategy – Continue to grow our network by adding new connections and destinations and increasing frequency in existing markets.” We believe that our leading revenue performance driven by superior load factors, combined with our efficient operations and competitive cost structure, enabled us to achieve an Adjusted EBITDAR margin of 23.2% in 2013 and 22.7% for the nine months ended September 30, 2014. For a description of how we calculate Adjusted EBITDAR, see “—Summary Financial and Operating Data” below. In 2013, we generated total revenues of R$5.2 billion (US$2.1 billion) and a net income of R$20.7 million (US$8.4 million) and for the nine months ended September 30, 2014 our revenues totaled R$4.2 billion (US$1.7 billion) with a net loss of R$63.2 million (US$25.8 million).

With more than 4.0 million members as of September 30, 2014, our loyalty program, TudoAzul, has been the fastest growing frequent flyer program among our two main competitors for the past 3 years according to information publicly available on the websites of Smiles and Multiplus. We believe our program has a more efficient cost structure as it rewards customers for the amount paid for flights as opposed to the number of miles flown, thereby seeking to create a stronger link between passenger revenue and loyalty rewards. We are expanding the scope of TudoAzul and have launched an Azul branded credit card in September of 2014 in partnership with Banco Itaucard S.A.. Our current TudoAzul partners include American Express, Banco do Brasil, Banco Itaú, Bradesco, Banco Santander, Caixa, HSBC, among numerous others. In addition, we believe that the introduction of international flights to our network will provide our TudoAzul members with a broader range of more compelling and attractive redemption options. To maximize the value creation potential of

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TudoAzul going forward, we have recently started to manage the program as a separate business unit. On a standalone basis, TudoAzul’s sale of points to third parties totaled R$244 million during the last twelve months ended September 30, 2014. Given the number of exclusive destinations we operate, our network strength, and the projected growth of passenger air travel in Brazil, we believe that TudoAzul will help increase operating revenues for our primary passenger travel business.

Our hub-and-spoke network is an integral part of our model of stimulating demand since it allows us to consolidate traffic by serving larger and medium-sized markets (including every state capital in Brazil) as well as smaller cities that do not generate sufficient demand for point-to-point service. As of September 30, 2014, 53.5% of our passengers at Campinas airport were in transit to another destination and 28.9% of all of our customers at the same period were connecting to other destinations through our network. We believe our main competitors, who only fly larger aircraft, are unable to generate sufficient demand to serve most of our markets profitably. As a result of our differentiated business strategy, we were the sole airline in 39 of the destinations we serve and on 64.9% of our routes as of September 30, 2014.

Our main hubs are located in Campinas and Belo Horizonte, two of the largest metropolitan areas in the country. Campinas is one of the wealthiest cities in Brazil according to IBGE, located approximately 90 kilometers (56 miles) from the city of São Paulo and has a catchment area of approximately seven million people in a 100km radius, according to IBGE. We are the leading airline at Campinas, with a 90.8% share of the airport’s 183 daily departures as of September 30, 2014. As a result of heightened demand driven by our entry into Campinas, as of September 30, 2014, the Campinas airport served 53 destinations, the most non-stop domestic flights of any Brazilian airport. Our second largest hub is located at the main airport of Belo Horizonte, capital of the third wealthiest state in Brazil according to IBGE, where we currently serve 30 destinations and have a 47.3% share of the airport’s 151 daily departures as of September 30, 2014. In addition, we are the fastest growing airline at Guarulhos airport, the largest airport in Brazil located near São Paulo, representing 62.2% of the airport’s growth in terms of domestic departures for the 12 months ended September 30, 2014. As of September 30, 2014, we offered 51 daily flights to 14 destinations from Guarulhos airport. Other smaller hubs that contribute to the increased connectivity of our network include Porto Alegre, Curitiba, Cuiabá, and Manaus.

Brazil, which is geographically similar in size to the continental United States, is the third largest market for domestic passengers after the United States and China, and is expected to reach 122.4 million domestic passengers by 2017, an increase of 32 million passengers compared to 90 million in 2013, according to Innovata data. We believe Brazil continues to show significant growth potential as air travel is still significantly underpenetrated, with 0.4 average flight segments flown per person per year, compared to 2.6 in a mature market such as the United States in 2012.

The core of our strategy is to drive greater profitability by growing our network on a domestic and international basis, adding new destinations, further interconnecting our current destinations, and increasing frequency in existing markets. We believe this continued roll-out will stimulate further demand, reducing CASK and increasing margins through the economies of scale created by optimizing our resources and staff. We also intend to continue growing our ancillary revenue streams, which represented R$30.7 per passenger in the nine months ended September 30, 2014, including cargo operations and travel packages, by leveraging our existing products and expanding our offerings.

Our History and Organizational Structure

Our company was founded on January 3, 2008 and we began operations on December 15, 2008. We began operations as what we believe to have been one of the most highly-capitalized airline start-ups in history, having raised R$400 million in 2008 in capital from our shareholders, including David Neeleman, our controlling shareholder, the Chairman of our board of directors and our Chief Executive Officer. Our start-up capital enabled us to invest up-front in our scalable operating platform and our efficient young fleet, and rapidly achieve positive Adjusted EBITDAR. For a reconciliation of Adjusted EBITDAR to net income, see “Summary Financial and Operating Data.”

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After launching in December 2008 with operations in Campinas and two other airports, we became Brazil’s third largest airline in terms of domestic market share in May 2009, after less than six months of operations. As of September 30, 2014, we had the largest airline network in Brazil serving 103 destinations, 217 routes and 864 departures per day. Our aircraft fleet has grown from three Embraer E-Jets in December 2008 to a total of 83 Embraer E-Jets, 60 ATR aircraft and two widebody Airbus A330 by September 2014. We operate through two principal subsidiaries: (i) Azul Linhas, our original operating subsidiary through which we run part of our flight operations and (ii) Canela Investments LLC, or Canela Investments, a limited liability company incorporated in Delaware, which is the parent company to our aircraft operating companies that finance aircraft in U.S. dollars. Canela Investments has nine wholly-owned subsidiaries, all of which are incorporated in Delaware, through which we own part of our fleet. Azul Linhas owns Azul Finance LLC, a wholly owned subsidiary incorporated in Delaware, through which Azul Linhas will finance part of our fleet. In addition, Azul Linhas also owns Azul Services LLC, a wholly owned subsidiary incorporated in Delaware, through which it will be responsible for the retrofit of the A330 fleet.

We either acquire aircraft using financing obtained in the United States in U.S. dollars, or in Brazil, in reais, or lease them from third parties. Each aircraft that we purchase through financing in U.S. dollars is ultimately owned by a separate subsidiary of Canela Investments. Each subsidiary of Canela Investments owns one of our aircraft and leases it to Azul Linhas. Aircraft that we purchase through financing in reais are held directly by Azul Linhas. Aircraft that we lease from third parties under operating leases are formally owned by our relevant counterparty and leased to Azul Linhas. As of September 30, 2014, our total contractual fleet consisted of: (i) 22 aircraft owned by subsidiaries of Canela Investments, (ii) 34 aircraft owned directly by Azul Linhas, and (iii) 89 aircraft leased from third parties.

The following organizational chart sets out, in summary form, our material subsidiaries as of the date of this prospectus:

Among other awards, we were named “Best Low Cost Carrier in Latin America” in 2014, 2013, 2012 and 2011 by Skytrax, an aviation research organization, and “Best Low Cost Carrier in The World” in 2012 by CAPA, an independent aviation market intelligence provider.

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Products and Services

Our principal product is the scheduled air transportation of customers, which generates passenger ticket and non-ticket revenues. In addition, we generate revenues through our cargo transportation operations and our travel and tourism operations.

Scheduled Air Transportation

We target business travelers by offering convenient and frequent service to numerous destinations, 64.9% of which we served exclusively as of September 30, 2014. We also attract leisure travelers with our extensive route network and our segmented pricing model, offering low fares for advance purchases. In connection with our scheduled air transportation services, we generate passenger ticket revenues and other revenues.

Passenger Revenues

Based on our internal surveys, business travelers make up the largest component of our ticket revenues and customers, accounting for approximately 60% of our total customer base in 2013. Although business travel can be cyclical depending on the general state of the economy, it tends to be less seasonal than leisure travel, which peaks during vacation season and around certain holidays in Brazil. Leisure travelers, who we believe accounted for approximately 40% of our customer base in 2013, are typically more price sensitive than business travelers, but tend to be more flexible regarding flight schedules. Passenger revenues from our customers were R$4,667.5 million in 2013, R$2,454.7 million in 2012 and R$1,558.3 million in 2011, representing 89.2%, 90.3% and 90.5% of our total operating revenues, respectively. For the nine months ended September 30, 2014, ticket revenues totaled R$3,762.4 million, representing 88.7% of our total operating revenues.

Other Revenues

In addition to generating ticket revenues, we generate non-ticket revenues including passenger related fees, cargo transportation, and travel and tourism operations. Other revenues were R$566.6 million in 2013, R$262.7 million in 2012 and R$163.0 million in 2011, representing 10.8%, 9.7% and 9.5% of our total operating revenues, respectively. For the nine months ended September 30, 2014, other revenues were R$481.5 million, representing 11.3% of our total operating revenues.

We generate other fare-related revenues by charging fees for certain services, such as cancellation fees, change fees, no-show fees and call center booking fees, and by selling travel insurance. We accommodate extra baggage at an additional cost, depending on the weight of the baggage. We also offer upgrades to those customers who wish to sit in our premium Espaço Azul seats that feature additional legroom.

We leverage our extensive route network and our strategic location at Campinas airport, the second largest cargo airport in Brazil, by offering cargo services. Our frequent point-to-point service, high reliability and on-time performance provide a high value proposition for our cargo services. Our strategy of using spare capacity in our aircraft to carry express cargo and smaller packages further increases our efficiency. We offer cargo transportation services to over 3,300 locations, and as of September 30, 2014, we had an 87.6% share of the Campinas domestic cargo market. We have 128 representatives and six stores across Brazil that offer our cargo transportation services. We transport cargo by air and hire independent third parties to transport and deliver cargo to its final destination by ground transportation. While we are liable to our customers for proper cargo delivery, our agreements with such independent third parties provide for our right of recourse against them if any casualties occur during the ground transportation.

Through our travel and tourism operations, Azul Viagens, we offer travel services, which combine airfare, ground transportation and lodging options. The travel packages we offer are either pre-built or flexible and customized and can be purchased through our web site, or, as of September 30, 2014, at one of the 569 travel agencies that offer our travel products or at one of our 15 stores.

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Route Network

As of September 30, 2014, we served 103 destinations in Brazil, including all state capitals, the largest number of destinations offered by a Brazilian airline. Our hub is the Campinas airport, located in the state of São Paulo, approximately 90 kilometers from the city of São Paulo (the largest city in Brazil). From Campinas, we provided non-stop service to 53 Brazilian cities accounting for 90.8% of the weekday departures from Campinas airport, as of September 30, 2014.

The table below shows our top ten cities by average number of departures per day and the estimated population within 100 kilometers as of September 30, 2014.

	As of September 30, 2014
Route	Average Number of Departures per Day		Estimated Population
Campinas		166		6,793,996
Belo Horizonte (Confins)		71		4,618,899
São Paulo (Guarulhos)		51		11,504,608
Rio de Janeiro (Santos Dumont)		49		6,103,049
Curitiba		40		3,678,704
Porto Alegre		36		4,773,546
Cuiabá		27		921,848
Brasilia		27		3,528,628
Salvador		24		4,456,232
Belo Horizonte (Pampulha)		22		5,243,852

Source: Innovata and Azul (Based on IBGE data)

Our focus on providing a large route network with convenient service has enabled us to become the market leader on 76.2% of our routes as of September 30, 2014, being the only operating airline in 64.9% of our routes, and most frequent carrier on an additional 11.3% of our routes, according to Innovata data.

We believe that our domestic fleet of smaller aircraft that offers lower trip costs and better match capacity to demand provides us with a competitive advantage by allowing frequent non-stop service to a broad portfolio of destinations and, as a result, greater convenience to customers. We believe we are effective in adjusting our capacity to meet demand by timing aircraft deliveries and maintenance schedules to ensure capacity is closely matched with demand. We intend to continue to grow sustainably and profitably by further adding new domestic and international destinations, interconnecting the cities that we already serve and increasing frequency in existing markets.

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The map below shows the destinations and routes we served as of September 30, 2014.

Azul holds a code-share and frequent flyer agreement with United Airlines and interline agreements with Transportes Aéreos Portugueses S.A., Etihad Airways, Air Europa, Lufthansa, Copa Airlines, and Aerolíneas Argentineas. These agreements allow passengers to issue tickets including connecting flights served by airline partners, enabling customers to fly to cities that are not served by the airline that sold the ticket. We believe this will allow us to increase our load factor in flights departing from Brazilian airports operated by our partners and gain brand exposure internationally.

Customer Service

We believe that a high quality product and exceptional service significantly enhance customer loyalty and brand recognition through word-of-mouth, as satisfied customers communicate their positive experience to others. Based on this principle, we have built a strong Azul company culture focused on customer service that provides a high-quality, differentiated travel experience.

Crewmembers

Our crewmembers are specifically trained to implement our values in their interactions with our customers, particularly through being service-oriented and taking individual initiatives, all focused on providing customers with a differentiated travel experience. We strive to instill our “customer comes first” and “can do” approach in all our crewmembers, which is reflective of how we manage our business. We were recognized as one of the best companies to work for in Brazil by Exame/Você S/A, a Brazilian business magazine. See “—Employees.”

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Product Features

We endeavor to pay attention to detail, as evidenced by our product offerings, which include the following features:

• a fleet younger than those of our main competitors, Gol and TAM;

• video entertainment screens at every seat and free Live TV on most of our E-jets;

• extensive legroom of 30 inches or more;

• complimentary, personalized snack and beverage service on domestic flights; and

• free bus service to key airports.

We maintain a bus shuttle service that links three cities within the state of São Paulo with Campinas airport, the airports of Congonhas and Guarulhos, and the city of Blumenau in the state of Santa Catarina with the Navegantes airport. As of September 30, 2014, we have over 175 departures per day across 14 different bus lines, transporting over 95,000 customers monthly and featuring pre-boarding check-in services at most departure points. Our shuttle service is complementary, and we believe that the associated cost is justified by increased customer satisfaction, targeted customer base and demand for our services.

On-Time Performance

We have posted one of the best on-time performance records among Brazil’s largest carriers for the last three years, at 91.4% for 2013, 90.7% for 2012 and 90.2% for 2011, according to INFRAERO. We were recognized as the airline with best on-time performance in Latin America by FlightStats in 2012. In addition, our completion rate has been consistently high, totaling 98.7% in 2013, 99.2% in 2012 and 99.3% in 2011. Our commitment to operating an on-time airline with a high-quality customer experience which we believe is unique among Brazilian airlines has resulted in us having lower levels of complaints per 10,000 passengers of any airline in Brazil over the past three years, according to ANAC.

The following table sets forth certain performance-related customer service measures for the periods indicated:

	For the nine months ended September 30,			For the year ended December 31,
	2014			2013			2012(1)			2011
On-Time Performance(2)		94.5	%		91.4	%		91.1	%		90.2	%
Completion Rate(3)		99.3	%		98.7	%		99.2	%		99.3	%

Source: Azul-INFRAERO and ANAC

(1) Including information from TRIP from December 1, 2012.

(2) Percentage of our scheduled flights that were operated by us and that arrived on time (within 30 minutes).

(3) Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled).

As a result of our strong focus on customer service, as of September 30, 2014, approximately 92% of our customers would recommend or strongly recommend Azul to a friend or relative, as evidenced by our internal customer satisfaction surveys.

Revenue Management

Revenue management, which comprises both pricing and yield management, consists of an integrated set of business procedures that allows us to understand and respond quickly to market fluctuations and anticipate customer behavior. Both pricing and yield management are closely linked to our route planning, and as our sales and distribution methods. The fares and the number of seats we offer at each fare result from our proactive yield

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management based on a continuous process of analysis and forecasting. Past booking history, load factors, seasonality, the effects of competition and current booking trends are used to forecast demand. Current fares and knowledge of upcoming events at destinations that will affect traffic volumes are also included in our forecasting model to arrive at optimal seat allocations for our fares on specific routes. We use a combination of approaches, taking into account yields and flight load factors, depending on the characteristics of the markets served, to design a strategy to achieve the maximum revenue by balancing the average fare charged against the corresponding effect on our load factors. This pricing and yield management strategy seeks to ensure that we continue to attract and retain high yield business traffic including last minute seat availability for late booking business travelers, which is integral to our revenue management. Our yield management system was developed internally and is proprietary.

Utilizing the appropriate aircraft for a specific market enables us to better match capacity to demand. As a result, we believe we are able to enter new markets, cater to underserved destinations with high growth potential and provide greater flight frequency than our competitors. With this model, we optimize revenue through dynamic fare segmentation, targeting both business travelers, who appreciate the convenience of our frequent non-stop service, and cost conscious leisure travelers, many of whom are first-time flyers, and for whom we offer low fares to stimulate air travel and encourage advance purchases.

Our model of fare segmentation, combined with our practices in pricing and yield management, contributed to our leading PRASK of 24.69 cents of a real as of December 31, 2013. In addition, in the nine months ended September 30, 2014, our PRASK totaled 26.03 real cents, compared to 18.17 real cents for our main competitor, Gol, according to its results of operations furnished to the SEC for the nine months ended September 30, 2014, representing a 43% premium. This PRASK premium is derived not only from higher load factors, but also by extracting higher yields than our main competitor. Our industry-leading PRASK is a direct result of our revenue management strategies working in connection with our route planning, sales and distribution, and marketing strategies.

Marketing

We strive to achieve the highest marketing impact at the lowest cost, and have been successful in building a strong brand by focusing on innovative marketing and advertising techniques rather than traditional marketing tools, such as print ads. Our marketing and advertising techniques focus on social networking tools (Facebook, Twitter, YouTube and viajamos.com.br, a website focused on traveling) and generating word-of-mouth recognition, including through our TudoAzul loyalty program and our visibly branded complimentary bus service to key airports we serve. In addition, we increase our visibility and brand recognition by featuring Azul Advertisements on the individual screens in virtually all of our jets, and by offering our customers onboard magazines and snacks branded with our logo. We also engage in marketing by maintaining planes in our livery and painted with recognizable symbols, like the Brazilian flag, and symbols supporting important social causes, like breast cancer awareness, and place logos of key partners on our planes to generate additional revenue, such as Sky TV and Coca Cola. Furthermore, we engage in guerilla marketing campaigns to enhance our brand recognition and provide promotions directed at our customers.

In recognition of our innovative branding techniques, we were selected in 2010 by Ad Age, a leading marketing news source, as one of the 50 hottest brands in the world. In 2011, we were recognized by Fast Company, a business magazine, as one of the 50 most innovative companies in the world and the most innovative in Brazil.

TudoAzul Loyalty Program

Our loyalty program TudoAzul aims to enhance customer loyalty and brand recognition. Launched in May 2009 and with more than 4.0 million members as of September 30, 2014, TudoAzul has been the fastest growing frequent flyer program among our two main competitors for the past 3 years according to information publicly available on the websites of Smiles and Multiplus.

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While other frequent flyer programs usually give more points or miles to customers based on the distance flown, TudoAzul’s innovative model offers points based on the fare paid, thereby rewarding more valuable, revenue-generating customers.

Under modifications to the TudoAzul program which became effective in June 2013, members earn at least two points and up to five points per each real spent in tickets on Azul. Upon registration through our website or call center, new program members are awarded 500 bonus points. Redemptions of points for one-way tickets start at 5,000 points and go up for more expensive flights. TudoAzul also offers a points plus cash option, in which tickets can be purchased using a combination of cash and TudoAzul points. Periodically, as a promotional tool, we may offer awards for fewer than 5,000 points. We believe that with a system that awards at least as many points as reais spent, customers perceive they are also receiving a higher reward for their purchases. At the same time, we believe that the variable amount of points required to redeem awards gives us flexibility in exercising discretion over the costs we incur in relation to these redemptions. Points earned before the modification of the program were converted to the new system at a ratio of 40 new points for each credit held.

Each TudoAzul point expires after two years. Frequent flyers achieve “TudoAzul Topázio” (Topaz) status when they accumulate 4,000 qualifying points, “TudoAzul Safira” (Sapphire) status once they accumulate 8,000 qualifying points and “TudoAzul Diamante” (Diamond) status once they accumulate 20,000 qualifying points during a given calendar year. Topázio, Safira or Diamante status is valid during the rest of the year of qualification and the entire following year, and provides the following benefits, among others: bonus points, check-in privileges at major airports like Campinas, Santos Dumont, Confins, Brasília and others, priority boarding, higher baggage allowances, and dedicated telephone and e-mail services.

Historically, since the program’s inception, average fares paid by TudoAzul members have been higher than those paid by non-members. We believe this is in part because of high customer satisfaction, increased passenger loyalty and because many of our business travelers, who frequently purchase more expensive, last-minute tickets, are typically also TudoAzul members.

We are expanding the scope of TudoAzul and have launched an Azul branded credit card in September of 2014 in partnership with Banco Itaucard S.A.. Our current TudoAzul partners include American Express, Banco do Brasil, Banco Itaú, Bradesco, Banco Santander, Caixa, HSBC, among numerous others. In addition, we believe that the introduction of international flights to our network will provide our TudoAzul members with a broader range of more compelling and attractive redemption options. To maximize the value creation potential of TudoAzul going forward, we have recently started to manage the program as a separate business unit. On a standalone basis, TudoAzul’s sales of points to third parties, totaled R$244 million during the twelve months ended September 30, 2014. Given the number of exclusive destinations we operate, our network strength, and the projected growth of passenger air travel in Brazil, we believe that TudoAzul will help increase operating revenues for our primary passenger travel business.

Sales and Distribution

We currently sell our products through four primary distribution channels: (i) our website, (ii) our call center, (iii) 115 stores (including airport counters) and (iv) third parties such as travel agents, including through their websites. Direct internet bookings by our customers represent our lowest cost distribution channel. Approximately 93.2% and 91.8% of all sales were generated by online channels in 2013 and as of September 30, 2014, respectively, which create significant cost savings for us. We intend to continue to work on increasing sales through online channels, in particular sales through our website. Sales through travel agencies are less cost-efficient than online booking as they involve higher distribution costs. In connection with sales booked through travel agents, we pay incentive commissions to travel agents who attain sales targets rather than upfront commissions. We maintain a high-quality call center staffed solely with our crewmembers, as we believe that having a high-quality call center is crucial to our culture focused on customer service. We charge a fee for reservations made through our call center to offset its operating costs.

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Fleet

Our aircraft fleet is young, with an average age of 3.6 years as of December 31, 2013 compared with an average of seven years for our main competitors, Gol and TAM, according to their December 31, 2013 results filed with the SEC. As of September 30, 2014, the average age of our operating fleet was 3.6 years. We believe operating a young fleet leads to better reliability, greater fuel efficiency and lower maintenance costs.

Our optimized fleet structure allows us to use the right-sized aircraft for the markets we serve. Our domestic fleet of ATR and E-Jets enables us to penetrate markets that our competitors, who only fly larger narrowbody aircraft, cannot serve profitably. In addition, to leverage from the strength of our domestic network and maximize the growth potential of our frequent flyer program and cargo operations, we plan to add next-generation narrowbody and widebody aircraft to our fleet with lower seat and trip costs to serve high-density and long-haul markets. As a result, we expect to maintain industry-leading trip costs and to reduce our CASK, both absolutely and relative to our competitor while increasing our RASK.

As of September 30, 2014, we had an operating fleet of 128 aircraft, consisting of 77 E-Jets and 51 ATR aircraft and a total fleet of 145 aircraft, consisting of 83 E-jets, 60 ATRs and two Airbus A330. The 17 aircraft not included in our operating fleet consisted of 5 E-175 and 10 ATR aircraft previously owned by TRIP being prepared for sale, and two A330 delivered but not yet certified to enter service. The Airbus A330 widebody aircraft that has been recently added to our fleet will be deployed on long-haul routes and is currently being used for certification and training in preparation of our first international flights to Fort Lauderdale and Orlando scheduled to begin in December 2014.

The following tables set forth the composition of our fleet for the periods indicated:

	As of September 30,				As of December 31,
Operating Fleet	Number of seats		2014		2013		2012
Embraer aircraft
E-190		106		22		22		22
E-195		118		55		51		39
E-175		86		—		5		8
ATR aircraft
ATR 72		68-70		47		46		36
ATR 42		46-48		4		9		13
Total				128		133		118

	As of September 30,				As of December 31,
Total Fleet	Number of seats		2014		2013		2012
Embraer aircraft
E-190		106		22		22		22
E-195		118		56		52		40
E-175		86		5		5		9
ATR aircraft
ATR 72		68-70		50		46		38
ATR 42		46-48		10		12		18
Airbus aircraft
A330		242-272		2		—		—
Total				145		137		127

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Through our domestic fleet of aircraft that allows us to have lower trip costs, we are able to match capacity to demand, achieve high load factors, provide greater convenience and frequency, and serve low and medium density routes and markets in Brazil that our main competitors, who only fly larger aircraft, cannot serve profitably. Our modern Embraer E-Jets seat up to 118 customers, and our fuel-efficient ATR aircraft seat up to 70 customers, while the narrowbody aircraft used by our two principal competitors in Brazil have between 144 and 220 seats. As a result, the average trip cost for our fleet of R$19,327 as of September 30, 2014 is 35.3% lower than that of larger Boeing 737 jets flown by Gol, our main competitor, according to its results of operations furnished to the SEC for the nine months ended September 30, 2014.

We are the first and the only airline in Brazil to operate Embraer E-Jets. We believe that our successful launch of the Embraer E-Jets in the Brazilian market was due in part to the significant experience of most of our senior management team, who were trained in operating and maintaining E-Jet aircraft in the United States. We believe this experience provides us with a significant advantage over any competitor that may seek to reproduce our model. In addition, our decision to purchase Brazilian-made Embraer aircraft has enabled us to access competitive local aircraft financing in reais at rates below Brazil’s CDI overnight deposit rate from BNDES, Brazil’s national development bank.

We currently have 10 Embraer E-195s and 12 ATR 72-600 on order, which are expected to be delivered between July 2014 and December 2016. We also have options to purchase up to 23 ATR aircraft by December 2016. As part of our strategy to maintain a young and efficient fleet, we recently announced the acquisition of up to 63 next-generation Airbus A320neos to be delivered between 2016 and 2023, and 30 firm orders and 20 purchase options of next-generation Embraer E-Jets, with deliveries starting in 2020, to replace older generation aircraft and serve high-density markets at a lower cost per seat compared to current narrowbody aircraft.

We have a strong and close partnership with Embraer, the leading manufacturer of 70 to 132-seat jets headquartered in São José dos Campos, approximately 100 km from our headquarters in Barueri, São Paulo. The Embraer E-Jets are based on a common aircraft type with the same cabin cross-section and share virtually the same systems, cockpit controls, operating and maintenance procedures, and pilot type rating. Embraer E-Jets have a two-by-two cabin layout with no middle seats, and our aircraft are configured to offer standard seats with 31 inches of legroom or premium seats called Espaço Azul with 34 inches of legroom. Our over-wing exit seats (four per aircraft) offer a spacious 39 inches of legroom. Embraer E-Jets are fuel-efficient, with fuel consumption in particular averaging approximately 20% less than a Boeing 737 series, and offer significantly lower trip costs than larger narrowbody aircraft. Embraer E-Jets feature state-of the-art fly-by-wire technology, which increases operating safety while reducing pilot workload and fuel consumption.

The new generation E2s, compared to the current generation of Embraer E-Jets will have 14 additional seats, accommodating up to 132 passengers, and is expected to have 23% lower fuel consumption per seat compared to current generation aircraft, as well as lower emissions, noise and maintenance costs, allowing us to maintain lower trip costs while reducing cost per seat (CASK).

The Airbus A320neo is currently under development by Airbus replacing the current A320 family, featuring a new engine option and other improvements such as aerodynamic refinements, large curved winglets (sharklets), weight savings, and a rearranged cabin that accommodates up to 172 passengers with larger luggage spaces, and an improved air purification system. Our Airbus A320neos will be equipped with CFM International LEAP-1A engines and are expected to have 20% less fuel consumption, 8% lower operating costs, and less noise production compared to the A320 series, as well as an increase in range of approximately 500 nautical miles.

ATR, a European joint venture of EADS and Alenia Aermacchi, is the world’s largest manufacturer of 40-to-70-seat turboprop aircraft. ATR turboprop aircraft provide significantly lower operating costs than jets, with fuel consumption in particular averaging 70% less than a comparably-sized jet. The ATR 42 and ATR 72 share the same fuselage cross-section, use the same basic systems, and are outfitted with a common cockpit that allows cross-crew qualification. Based on the same platform as the ATR 42 and ATR 72, the ATR 72-600 is the

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newest member of the ATR family known for high efficiency, dispatch reliability and low fuel burn and features a new glass cockpit, communications and flight management system. Like Embraer E-Jets, ATR aircraft have a two-by-two layout with no middle seats, and our aircraft are configured to offer 30 inches of legroom, which is comparable to our E-Jets. We began operating ATR aircraft in March 2011 for two strategic purposes: to serve short-haul direct routes between smaller cities where jet aircraft would be less profitable, and to feed customer traffic from secondary markets into our existing network.

Our fleet plan includes the addition of 12 widebody aircraft to serve international markets consisting of seven Airbus A330s to be delivered by early 2015, two of which have been delivered as of September 30, 2014, and five new next-generation Airbus A350s, to be delivered between 2017 and 2018. We also expect to add up to 63 new next-generation Airbus A320neos, to be delivered between 2016 and 2023 and 30 next-generation E-Jets, starting in 2020, to replace older generation aircraft and serve high-density markets. These new generation aircraft are more fuel-efficient than older generation aircraft. We therefore believe that our fleet plan will allow us to maintain industry-leading trip costs and to reduce our CASK, both absolutely and relative to our competitors.

According to Airbus, the A330 and A350 XWB deliver better economics than competing aircraft and provide higher environmental standards and passenger comfort. We will initially deploy the A330 with 242 to 272 seats to new destinations in the United States and expect to introduce the new A350 in 2017 as our international markets mature. The A350 is the only all-new aircraft in the 300-400 seat category. Scheduled to enter commercial service in 2016, the A350 sets better standards of comfort and efficiency in its class, with 25 % lower fuel consumption compared to existing aircraft as both its fuselage and wing structures are primarily made of composite materials.

Airbus’ design approach is expected to allow all of its aircraft, including both widebody and narrowbody aircraft, to share higher commonality in airframes, on-board systems, cockpits and handling characteristics. This will allow us to significantly reduce operating costs, as pilots, crew and maintenance-training times are expected to be shorter. Crew management is also expected to become more flexible as we will be able to move pilots and crews easily from one Airbus aircraft to the other.

The following table shows the historical and expected growth of our fleet from December 31, 2010 through December 31, 2019:

	At December 31,
	2010		2011		2012		2013		2014(1)		2015(1)		2016(1)		2017(1)		2018(1)		2019(1)
Embraer E-Jets		26		38		69		78		81		88		86		86		86		86
ATRs		1		11		49		55		52		55		55		54		54		54
A320neo										—		—		6		14		21		28
A330/350										5		7		7		11		12		12
Total operating fleet		27		49		118		133		138		150		154		165		173		180

(1) Projections assuming full completion of firm orders.

Our total contractual fleet consisted of 145 aircraft as of September 30, 2014. Of the 145 aircraft, 56 were owned or held under finance leases or debt-financing and 89 were financed under operating leases of up to 12 years. Our finance leased aircraft and debt-financed aircraft were financed through credit facilities with different creditors, of which 40.5% was denominated in reais and 59.5% was denominated in U.S. dollars as of September 30, 2014.

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Fuel

Fuel costs are our largest operating expense. Fuel accounted for 37.3%, 39.6% and 40.4% of our total operating costs for the years ended December 31, 2013, 2012 and 2011, respectively. For the nine months ended September 30, 2014, fuel accounted for 36.0% of our expenses.

Aircraft fuel prices are composed of a variable and a fixed component. The variable component is set by the refinery and reflects international price fluctuations for oil and the real/U.S. dollar exchange rate. This variable component is re-set monthly in the Brazilian market, as opposed to daily in North America and Europe. The fixed component is a spread charged by the supplier and is usually a fixed cost per liter during the term of the contract.

We purchase fuel from a number of distributors in Brazil, principally from Petrobras Distribuidora, a subsidiary of Petrobras, with whom we have an agreement to exclusively purchase all of our jet fuel needs in certain locations set forth in the agreement. Additionally, we have the obligation to exclusively purchase jet fuel from Petrobras Distribuidora in the event Petrobras Distribuidora installs new supply points in airports where we operate, provided that we have not already entered into a jet fuel supply agreement with another provider. The agreement also allows us to purchase jet fuel for a fixed price, thereby mitigating risks relating to variations of the price of oil per barrel and exchange rate fluctuations. This agreement is in effect until December 7, 2015.

For our new destinations in the United States, we will purchase fuel from local providers for outbound flights from the United States. We are in the process of executing these agreements.

International oil prices, which are denominated in U.S. dollars, are volatile and cannot be predicted with any degree of certainty as they are subject to many global and geopolitical factors. For example, oil prices experienced substantial variances beginning in 2009 and through September 2014. Airlines often use WTI crude or heating oil future contracts to protect their exposure to jet fuel prices. We on the other hand have developed a customized hedging product with Petrobras Distribuidora. This hedging product enables us to lock in the cost of the jet fuel we will consume in the future, and protect ourselves against any exchange rate risk. In addition, our hedging contract with BR Distribuidora offers us the option to lock the jet fuel price in reais, thereby hedging our exposure not only to fuel prices, but also to the real/U.S. dollar exchange rates as well. The hedging product does not require collateral deposits or margin calls, therefore creating no cash flow issues for us.

Moreover, building on our operations team’s significant experience with the E-Jet aircraft, we operate an active fuel conservation program involving reducing taxi times, taxiing using a single engine, and managing the aircraft’s load balance, angle of attack and cruising airspeed for optimal fuel efficiency.

The following chart summarizes our fuel consumption and our fuel costs for the periods indicated.

	For the nine months Ended September 30,			For the Year Ended December 31,
	2014			2013			2012			2011
Liters consumed (in thousands)		579,517			749,861			469,458			337,437
Aircraft Fuel (R$ in thousands)		1,435,959			1,779,300			1,073,261			684,442
Average price per liter (R$)		2.48			2.37			2.29			2.03
Percent increase in price per liter		5.74	%		3.62	%		12.71	%		22.26	%
Percent of operating expenses		36.0	%		37.3	%		39.6	%		40.4	%

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Airports and Other Facilities and Properties

Airports

Most of Brazil’s public airports are currently managed by INFRAERO, an airport operator wholly-owned by the Brazilian government. Brazil’s airline industry has grown significantly over the past years and, as a result, some of Brazil’s airports face significant capacity constraints. In preparation for the 2014 World Cup, the Brazilian government made infrastructure investments in airports located in cities that hosted the games. In addition, the Brazilian government announced an incentive package for the regional aviation industry, which includes investments of up to R$7.3 billion in 270 regional airports. In July of 2014, ANAC enacted a resolution establishing new procedures to allocate slots in airports operating at full capacity. Through such allocation, we received 26 new slots at Congonhas airport. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our offering to São Paulo passengers.

In the first half of 2012, the Brazilian government granted the Campinas international airport, Guarulhos international airport in São Paulo and Brasília international airport, all of which are currently receiving significant capital investments. Following the privatization of Campinas international airport in February 2012, a series of new investments for Campinas has been announced, including a new runway by 2017, according to Aeroportos Brasil, a private consortium that won the bid to operate Campinas airport. In the near term, a R$1.4 billion investment program has been announced to provide a new passenger terminal with capacity to serve up to 14 million passengers per year, a new apron for 35 aircraft and 4,500 additional car parking spaces. Total investments at Campinas over the next 30 years are expected to amount to more than R$9.5 billion and according to Aeroportos Brasil, Campinas airport is expected to reach 65 million passengers per year by 2033, as a result of these investments. We believe this exemplifies Campinas’ status as a major airport for the city of São Paulo due to its strategic proximity to the city and its capacity for expansion.

Our second largest hub is the Confins international airport, the main airport in Belo Horizonte, which was privatized in 2013. According to the winning bid proposal, construction plans for Confins international airport include a new passenger terminal, a new runway and 14 additional boarding bridges. We are the leading carrier at the Confins international airport with a 47.3% share of total departures to 30 destinations as of September 30, 2014. In addition, the Brazilian government has announced that it plans to use part of the funds raised through airport concessions to invest in airport infrastructure across the country.

We are the fastest growing airline at Guarulhos international airport, our third largest hub and the largest airport in Brazil, representing 62.2% of the airport’s growth in terms of domestic departures for the 12 months ended September 30, 2014 according to IATA. As of September 30, 2014, we offered 51 daily flights to 14 destinations from Guarulhos international airport. Other smaller hubs that contribute to the increased connectivity of our network include Porto Alegre, Curitiba, Cuiabá, and Manaus.

Airlines and service providers may lease areas within federal, state or municipal airports, such as hangars and check-in counters, subject to concessions or authorizations granted by the authority that operates the airport—which may be INFRAERO, the state, the municipality or a private concession holder, as the case may be. No public bid is required for leases of spaces within airports, although INFRAERO may conduct a public bidding process if there is more than one applicant. In other cases, the use may be granted by a simple authorization or permission issued by the authority that operates the airport. In the case of airports operated by private entities, the use of concession areas is subject to a commercial agreement between the airline and the airport operator.

We have renewable concessions with terms varying from one to five years from INFRAERO and other granting authorities to use and operate all of our facilities at each of the major airports that we serve. Most of our concession agreements for passenger service facilities at our terminals, which include check-in counters and ticket offices, operational support areas and baggage service offices, contain provisions for periodic adjustments of the lease rates and the extension of the concession term.

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With respect to our Fort Lauderdale and Orlando facilities, we have entered into lease agreements or other occupancy agreements directly with the applicable local airport authority on varying terms dependent on prevailing practice at each airport. It is customary in the airline industry to have agreements that automatically renew. Our terminal passenger service facilities of ticket counters, gate space, operations support area and baggage service offices generally have agreement terms ranging from less than one year to five years. They can contain provisions for periodic adjustments of rental rates, landing fees and other charges applicable under the type of lease. Under these agreements, we are responsible for the maintenance, insurance, utilities and certain other facility-related expenses and services.

Other Facilities and Properties

Our primary corporate offices and headquarters are located in the city of Barueri, state of São Paulo, where we lease 7,119 square meters under two lease agreements that expire in July 2017 and February 2018. We are currently negotiating a lease of a warehouse and office complex in Fort Lauderdale, United States, which is expected to be executed by December 2014.

We hold concessions for three hangars at our ATR full capability maintenance center in Belo Horizonte, where we perform airframe heavy checks, line maintenance, painting and interior refurbishment of our ATR aircraft. We also own one hangar in Manaus and Cuiabá for E-Jets and ATR line maintenance.

In addition, we expect to build a full capability maintenance center for our jets at Viracopos international airport by the end of 2015. Construction is expected to begin by the end of 2014 and the total estimated investment is R$120.0 million.

In June of 2013 we completed the construction of UniAzul, a modern training facility with 71,000 square feet and four simulator bays less than a mile away from Campinas international airport, our main hub. This facility has doubled our training capacity from 350 to 700 students a day and provides training services both for our own crewmembers and for third parties on a commercial basis. At UniAzul we train all of our crewmembers, including pilots, flight attendants and maintenance technicians. As part of our extensive training program at UniAzul we operate two E-Jet flight simulators and two ATR flight simulators with full flight capacity, a technology we believe none of our main competitors has. We also provide training and grant access to our onsite flight simulators to third-parties, including Embraer and the Brazilian Air Force. We have plans to expand the training programs offered at UniAzul through partnerships with technical schools and universities. UniAzul’s facility is owned by BRC XXIII Empreendimentos Imobiliários LTDA, or Bresco, a third-party real estate development company owns the facility. Pursuant to a build-to-suit agreement with us, Bresco has financed and developed the property according to our specifications. We had no role in financing the construction of the facility and, under our arrangement with Bresco, we pay Bresco a monthly rent of approximately R$300 thousand.

Seasonality

Our operating revenues are substantially dependent on overall passenger traffic volume, which is subject to seasonal and other changes in traffic patterns. We generally expect demand to be greater in the first, third and fourth quarters of each calendar year compared to the second quarter of each year. This demand increase occurs due to an increase in business travel during the second half of the year, as well as the Christmas season, Carnival and the Brazilian school summer vacation period. In 2012, the average fare in the first, third and fourth quarters of the year was R$209.9, R$195.4 and R$244.1, respectively, while the average fare in the second quarter was R$181.7. In 2013, the average fare in the first, third and fourth quarters of the year was R$236.05, R$241.3 and R$235.72, respectively, while the average fare for the second quarter was R$217.1. In 2014, the average fare in the first and third quarters of the year was R$240.4 and R$243.24, respectively, while the average fare for the second quarter was R$236.5. We believe that the expansion of our network as a result of the TRIP Acquisition has reduced this seasonality effect, as we became less exposed to leisure destinations.

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Competition

Domestic

The two largest airlines in Brazil are Gol and TAM. Both Gol and TAM operate similar hub-and-spoke networks, which require that passengers on many of their routes connect through the cities of São Paulo, Rio de Janeiro or Brasília. We face competition from Gol, TAM and other airlines, such as low-cost carriers and potential new entrant airlines on all our routes that are also served by any of these airlines. The principal competitive factors on these routes that are served by more than one airline are: fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code sharing relationships, and frequent flyer programs and redemption opportunities.

As a result of our innovative business model, which is based on stimulating demand in underserved markets, we are less susceptible to the effects of fare competition involving our two main competitors, which fly from the airports in the city of São Paulo. While Gol, TAM or any other airline may enter the markets we currently serve exclusively or which we hold a large market share, we believe that our business model allows us to avoid competition in numerous of the markets we serve, in particular from our competitors operating larger aircraft such as Gol and TAM. See “—Overview—Our Strengths.”

Before we started our operations, Gol and TAM controlled over 90% of the Brazilian airline market. From 2008 to 2012, the Brazilian airline market has grown significantly, partially because of (i) our entry into the market, which stimulated demand, and (ii) the organic growth of the market, with more individuals using airline transportation services. As a result, despite the fact that Gol and TAM lost market share following our entry into the market, the number of passengers transported by both airlines increased in that time period. As of September 30, 2014, we had a 16.8% market share of domestic RPKs, according to ANAC.

Even though our principal competitors on many of our routes are Gol and TAM, as of December 2013, we competed with TAM and Gol on only 29.4% of our routes. In Campinas, our primary hub, only six out of 53 destinations faced direct competition from Gol or TAM as of December 2013. The following table provides details with respect to the competition faced on our top five routes, based on weekly frequency as of September 30, 2014.

	At September 30, 2014
	Flights per Day
	Azul		Gol		TAM
Campinas—Rio de Janeiro		22		8		2
Campinas—Belo Horizonte		17		1		—
Guarulhos (São Paulo)—Belo Horizonte		11		6		4
Campinas—Curitiba		10		1		—
Campinas—Porto Alegre		9		—		—
Campinas—Brasília		8		2		4
Belo Horizonte—Vitória		6		2		—
Belo Horizonte—Ipatinga		6		—		—
Campinas—Cuiabá		5		—		—
Campinas—Navegantes		5		—		—
Campinas—Ribeirão Preto		5		—		—
Belo Horizonte—Montes Claros		5		2		—

Source: Innovata

In addition to other airlines, our competitors also include companies catering to other forms of transportation, principally bus services. Notwithstanding competition generated from other forms of transportation, the middle class in Brazil is expanding and air travel is becoming an affordable option to such

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growing middle class. We believe that most of our fares are competitive with the cost of road travel on many of our routes, in particular the discounted fares we offer based on our yield management system for advance purchases.

International

As we expand our international services to select international destinations, our pool of competitors will increase and we will face competition from Brazilian, United States, South American and other foreign airlines that are already established in the international market and that participate in strategic alliances and code-share arrangements. In addition, non-Brazilian airlines may decide to enter or increase their schedules in the market for routes between Brazil and other international destinations.

In 2010, ANAC approved regulations regarding international fares for flights departing from Brazil to the United States and Europe, which gradually removes the previous minimum fares. In 2010, ANAC approved the continuity of bilateral agreements providing for open skies policies with other South American countries, as well as a new open skies policy with the United States that is expected come into force in 2015. In March 2011, Brazil also signed an open skies agreement with Europe that is expected come into force in 2014. These new regulations should increase the number of passengers in South America and may enable the expansion of our international services. On the other hand, we may face further competition on this expanded South American market.

Maintenance

Safety is our number one value. Aircraft maintenance, repair and overhaul are critical to the safety and comfort of our customers and the optimization of our fleet utilization. Our maintenance policies and procedures are regulated by ANAC and are based on ICAO and FAA requirements, and our aircraft maintenance programs are based on manufacturer’s maintenance planning documents and recommendations, which must be approved by ANAC. We employ our own experienced qualified technicians to perform line maintenance services rather than relying on third-party service providers. All technicians are certified by ANAC and meet stringent qualification requirements. Our maintenance technicians undergo extensive initial and ongoing training provided by UniAzul and by our aircraft and engine manufacturers to ensure the safety and continued airworthiness of our aircraft. Our training programs are all approved by ANAC.

We have developed a technical operations organization structure and a continuous analysis and surveillance system, or CASS, to provide for the safe, efficient, and reliable aircraft maintenance of our fleet. We have a quality control department that oversees the compliance of all airworthiness requirements, and provides oversight of all maintenance activities in accordance with ANAC regulations and our CASS. Engineering technical services sets the standards and specifications for maintaining our aircraft and engine. We also have crewmembers that monitor the performance reliability of the aircraft systems, engine and components and perform root cause analyses of defects, as well as forecasting scheduled maintenance activities.

Aircraft maintenance and repair consists of routine and non-routine maintenance work and is divided into two general categories: line maintenance and heavy maintenance.

Line maintenance consists of routine, scheduled daily and weekly maintenance checks on our aircraft, including pre-flight, daily and overnight checks, any diagnostics and routine repairs and any unscheduled items on an as needed basis. All of our line maintenance is currently performed by our own experienced and certified technicians, primarily in Campinas and Belo Horizonte, in addition to other airports we serve.

Heavy maintenance consists of more complex tasks that cannot be accomplished during an overnight visit. Heavy maintenance checks are performed following a pre-scheduled agenda of major overhauls. Heavy maintenance checks require well equipped facilities, like hangars, and are performed following a pre-scheduled and detailed work scope. The scheduled interval is set forth in the ANAC Approved Maintenance Program, and

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is based on the number of hours flown, landings and/or calendar time. Heavy airframe maintenance (which do not cover heavy engine maintenance) checks may normally take from one week to one month to be accomplished, depending on the manpower requirements of the work package, and typically are required approximately every 18 months. Heavy engine maintenance is performed approximately every three years.

We currently perform all airframe checks for ATR aircraft at our full capability maintenance facility in Belo Horizonte and outsource airframe checks for our E-Jets and Airbus A330s to TAP Manutenção e Engenharia Brasil S.A., an FAA, EASA and ANAC certified maintenance, repair and overhaul provider in Brazil. We have outsourced all engine maintenance for our Embraer E-Jet fleet to General Electric, the manufacturer of the CF34 engines used on this aircraft, through a power-by-the-hour agreement expiring in 2023, which sets forth a fixed annual engine maintenance cost based on number of hours flown, giving us guaranteed service and predictable pricing during a long period. Under the agreement, General Electric has equipped its GE Celma plant to perform our engine maintenance in Petrópolis near Rio de Janeiro since September 2012, resulting in a significant reduction in turnaround time and avoiding the cost of shipping engines to the United States for maintenance. We also have a power-by-the-hour agreement with Rolls Royce for our A330 widebody engines (Trent 700), expiring in 2023. Maintenance, repair and overhaul facilities in Brazil and France certified by Pratt & Whitney provide engine maintenance for our ATR aircraft under time and materials contracts.

We have a long-term agreement, which is initially valid for five years, but has the ability to be renewed indefinitely, with Embraer pursuant to which Embraer provides maintenance, repair and overhaul for our main aircraft components and maintains a dedicated on-site stock of spare parts for us at Campinas airport, as well as an additional pool of spare parts at their manufacturing plant in São José dos Campos. Under the terms of this agreement, Embraer must maintain guaranteed minimum levels of critical or frequently used parts for our fleet of E-Jets. Through this agreement, for which we pay Embraer a monthly fee, we are able to avoid both the investment necessary in holding a stock of a large array of spare parts ourselves as well as the expense of sourcing component maintenance shops or developing in house shops. Likewise, with similar benefits, we also pay ATR a monthly fee for an on-site stock of spare parts and a pool exchange program for critical or frequently used aircraft components for our fleet of ATR aircraft.

Safety and Quality

Safety is our number one value. We are committed to the safety and security of our customers and crewmembers and are certified by the IATA Operational Safety Audit (IOSA), an internationally recognized evaluation system designed to assess the operational management and control systems of an airline. We maintain an Operational Safety Team, divided into four departments: (i) Prevention and Investigation, (ii) Operational Quality, (iii) Crisis Management and Humanitarian Assistance and (iv) Security. All of our safety and quality team members have significant international experience in the airline industry and some of them have previously worked at JetBlue and Embraer, which provides them not only with knowledge of airline safety and quality systems, but also familiarity with the fleet we operate.

The Prevention and Investigation department is responsible for conducting the Safety Report Program (voluntary and mandatory), the Human Factors Program and the Flight Data Monitoring (FDM/FOQA) Program, which maximizes reactive and proactive actions to achieve high levels of safety. All of our aircraft are included in the Maintenance Operations Quality Assurance System, a troubleshooting program that monitors performance and aircraft engine trends. This department follows all activities related to the Safety Management System, or SMS, including the SMS standards established by ANAC, which follows the highest recognized safety standards in the world. Brazil is ranked in Category 1 in flight safety standards by the International Civil Aviation Organization, which is the same classification held by the United States and Canada. See “—Regulation.”

The Operational Quality department conducts audits and inspections in all operational areas in accordance with a Quality Management System. These stringent standards and requirements are key to assuring the very highest levels of safety and quality throughout the operational areas.

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The Crisis Management and Humanitarian Assistance department trains and maintain a Special Assistance Team, composed of volunteers that are trained for emergency situations. This department also conducts regular drills, trainings and relevant media training along with our Communications Office.

The Security department focuses on the protection of aviation operations against acts of unlawful interference and is also responsible for the security of executives and VIP customers, as well as physical and electronic security at administrative and operational facilities.

We believe we are the only airline in Brazil certified to use dual head-up displays (HUDs), an advanced display of flight, navigation, attack, or other information superimposed upon the pilot’s forward field of view, which is currently installed in most of our jets. In addition to this advanced safety feature, the majority of our fleet is equipped with electronic flight bags, an electronic information management device that helps flight crew perform flight management tasks safely. We also believe we are the only airline in Brazil with onsite access to flight simulators with full flight capability. We maintain our aircraft in strict accordance with manufacturer specifications and all applicable safety regulations, perform routine daily line maintenance, and are part of the Embraer Aircraft Integrity Monitoring Program, which provides close monitoring of malfunction trends in systems and components. We also strive to comply with or exceed all health and safety standards. In pursuing these goals, we maintain an active aviation safety program, which all our personnel are expected to participate in and take an active role in the identification, reduction and elimination of hazards.

Our ongoing focus on safety is reflected in the training of our crewmembers, who are provided with the appropriate tools and equipment required to perform their job functions in a safe and efficient manner. Safety in the workplace targets several areas of our operations, including flight operations, maintenance, dispatch, and station operations.

Our pilots have extensive experience, with flight captains having on average more than 10,000 hours of career flight time. Moreover, we conduct ongoing courses, extensive flight simulation training and seminars addressing the latest developments in safety and security issues.

Employees

We believe that the quality of our employees, whom we refer to as crewmembers, impacts our success and growth potential. We believe we have created a strong service-oriented company culture, which is built around our values of safety, consideration, integrity, passion, innovation and excellence. We are dedicated to carefully select, train and maintain what our highly productive workforce of considerate, passionate and friendly people who serve our customers and provide them with the best flying experience possible. We reinforce our culture by providing an extensive orientation program for new crewmembers and instill in them the importance of customer service and the need to remain productive and cost efficient. Our crewmembers are empowered to not only meet our customers’ needs and say “yes” to a customer, but to also listen to our customers and solve problems.

We communicate regularly with all of our crewmembers, keeping them informed about events at our offices and soliciting feedback for ways to improve teamwork and their work environment. We conduct an annual crewmember survey and provide training for our leadership that focuses on crewmember engagement and empowerment. In addition, each of our executives adopts a city and is responsible for meeting with crewmembers on a periodic basis. Our executives are also expected to interact with our customers when traveling to obtain feedback and suggestions about the Azul experience.

We aspire to be the best customer service company in Brazil and, as a result, our crewmembers are more likely to recommend us as a place to work to a friend or relative. We have good relations with our crewmembers and we have never experienced labor strikes or work stoppages. We were recognized as one of the best places to work for in Brazil by Exame/Você S/A, a Brazilian business magazine, in 2012 and were the only airline listed on their year guide of the 150 best companies to work for. This guide is considered the most in-depth study of Brazilian work environments and is issued by Editora Abril, one of Latin America’s largest and most influential publishing groups.

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As of September 30, 2014, we had 10,607 crewmembers, consisting of 1,512 pilots, 2,006 flight attendants, 2,895 airport crewmembers, 1,063 call center crewmembers, 1,813 maintenance technicians and 1,318 employees holding other positions.

We are focused on increasing the efficiency and productivity of our crewmembers. As of September 30, 2014, we had 73 end-of-period FTEs per aircraft, compared with 171 for LATAM and 115 for Gol according to their third quarter 2014 public interim filings. The following table sets forth the number of our crewmembers per category and the number of end-of-period FTEs per aircraft at the end of the periods indicated:

	At September 30,		At December 31,
Crewmembers	2014		2013		2012		2011
Pilots		1,512		1,457		1,456		622
Flight attendants		2,006		1,866		1,688		838
Airport		2,895		2,820		2,621		1,276
Maintenance personnel		1,813		1,613		1,223		432
Call center		1,063		887		699		509
Others		1,318		1,205		1,227		646
Total		10,607		9,848		8,914		4,323
End-of-period FTEs per aircraft		73		72		70		88

We provide extensive training for our crewmembers that emphasizes the importance of safety. In compliance with Brazilian and international IATA safety standards, we provide training to our pilots, flight attendants, maintenance technicians, managers and administrators and customer service (airport and call center) crewmembers. We have implemented employee accountability initiatives both at the time of hiring and on an ongoing basis in order to maintain the quality of our crew and customer service. We currently operate three flight simulators, have an extensive training program at UniAzul), our training facility adjacent to Campinas airport (see “—Airports and Other Facilities and Properties—Other Facilities and Properties” and “—Safety and Quality”). We are also striving to provide additional employment opportunities for Brazilians. We currently partner with Banco Santander, which provides loans to aeronautical school student pilots interested in becoming a pilot at Azul, and we will provide expanded opportunities for flight attendants to become accredited at our new training facility.

A national union represents all airline employees in Brazil. However, we do not have a direct collective bargaining agreement with them. Negotiations in respect of cost of living, wage and salary increases are conducted annually between the national union and an association representing all of Brazil’s airlines. Work conditions and maximum work hours are regulated by government legislation and are not the subject of labor negotiations. In addition, we have no seniority pay escalation. Since our FTEs per operating aircraft is lower than that of our competitors, our results of operations are less affected by negotiated wage increases.

Our compensation strategy is competitive and meant to retain talented and motivated crewmembers and is designed to align the interests of our crewmembers with our own. Salaries, wages and benefits paid to our crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, psychosocial assistance under our Anjo Azul program, school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), salary-deduction loans, bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries, wages and benefits expenses due to high employee productivity measured by the average number of employees per aircraft. We also benefit from generally lower labor costs in Brazil, when compared to other countries, which is somewhat offset by lower productivity due to government requirements over employee labor conditions and taxes on payroll.

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To motivate our crewmembers and align their interests with our results of operations, we provide incentive plan for leadership based on the achievement of pre-defined company performance targets (Programa de Recompensa). We also have established a stock option plan for our leadership that vests over a four-year period. See “Management—Stock Option and Restricted Stock Plans.”

Insurance

We maintain insurance policies as required by law and the terms of our aircraft leasing agreements. Our insurance coverage for third party and passenger liability is consistent with general airline industry standards in Brazil and we insure our aircraft against physical loss and damage on an “all risks” basis. We maintain all mandatory insurances coverage for each of our aircraft and additional insurances coverage required by lessors, although liability for war and associated acts, including terrorism, is covered by the Brazilian government. No assurance can be given, however, that the amount of insurance we carry will be sufficient to protect us from material loss. For additional information on our insurance coverage, see Note 30 to our 2013 audited consolidated financial statements.

Social Responsibility

Since inception, we have sponsored several social and environmental initiatives and have recently created a new department dedicated to the development and implementation of Corporate Social Responsibility practices.

We have been engaged in promoting breast cancer awareness since 2010. In addition to educating our crewmembers and local communities about breast cancer, we also have two aircraft painted in pink, the official color of the program, and often utilize our onboard magazine to promote awareness on this cause.

We also have a Corporate Volunteer Program, which currently counts with the participation of 10% of our crewmembers, and is mostly engaged in social and environmental projects.

In 2012, we participated in a biofuel research and development study led by Embraer, Boeing and FAPESP, and have completed a demonstration flight using bio kerosene during the United Nations Rio+20 conference. We currently engage in projects with 12 partners, including the education institute Ayrton Senna, Operations Smile, and Doctors Without Borders.

Intellectual Property

We have registered or applied for registration of approximately 110 trademarks with the INPI including, among others, the trademarks “VOE AZUL”, “TUDO AZUL”, “AZUL LINHAS AÉREAS BRASILEIRAS”, “AZUL FLEX”, “AZUL PROMO”, “AZUL CARGO DOC”, “AZUL CARGO EXPRESS” and “TRIP LINHAS AÉREAS”. Except for “VOE AZUL”, the other trademarks have been granted.

We have also registered several domain names with NIC.br, including, among others, “voeazul.com.br”, “flyazul.com” and “voetrip.com.br”.

We operate software products under licenses from our vendors, including Oracle, Trax, Sabre, Navitaire and NGM. Under our agreements with Embraer and ATR, we use Embraer and ATR’s knowledge and proprietary information to maintain our aircraft.

Legal Proceedings

We are subject to a number of proceedings in the Brazilian judicial and administrative court systems, almost all of which relate to civil and labor law claims. We believe these proceedings are normal and incidental to the operation of a business in Brazil. We record provisions for all contingencies in civil, tax and labor claims that represent probable losses. We recognize provisions when (i) we have a present obligation as a result of a past

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event, (ii) it is probable that an outflow of resources will be required to settle the obligation, and (iii) a reliable estimate can be made of the amount of the obligation. In addition, due to IFRS accounting rules for business combinations, we are also required to record a provision for contingent liabilities originated in TRIP and which are assessed as possible loss. The assessment of the likelihood of loss includes analysis of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system and assessment of internal and external legal counsel.

As of September 30, 2014, we are party to approximately 6,195 civil claims of various types, in which the aggregate amount claimed is approximately R$193.5 million. We have provisioned a total of R$51.8 million in respect of these civil claims. In addition, we are party to 1,390 legal proceedings relating to labor law issues of various types, for which the aggregate amount claimed is approximately R$75.0 million. We have provisioned a total of R$8.6 million in respect of these labor law proceedings.

The Labor Public Prosecutor’s Office has filed two administrative proceedings against us with respect to allegedly improper outsourcing of labor in the cities of Porto Seguro, Bahia and Brasilia, Federal District. No provisions have been set aside for either proceeding since both are still in their preliminary phase.

Azul is subject to 21 tax claims related to taxes of approximately R$109.4 million allegedly payable on imports of aircraft, flight simulators and aircraft parts. We believe, on the advice of counsel, that the chance of loss with respect to these proceedings is remote and have therefore not recorded any provisions in this regard. Additionally, we have provisioned a total of R$8.2 million in respect of tax claims to which TRIP is party, which represent probable losses.

On April 2, 2012 we filed a declaratory action requesting injunctive relief to suspend the payment of claims related to air navigation fees. On March 17, 2014, the Brazilian courts issued a decision dismissing this proceeding. This decision was sustained by the Regional Federal Court in a decision published on October 17, 2014. We filed a preliminary appeal (Embargos de Declaração) on October 24, 2014. We recorded a provision in accounts payable of R$185 million as of September 30, 2014. In addition, we entered into the Federal Installment Payment Program (“Refis”) permitted by Brazilian Government in accordance with Law No. 12,996/14 through which we will pay R$140.4 million for the next five years. For further information see Note 9 to our unaudited interim condensed financial statements for the nine months ended September 30, 2014 and 2013.

We believe that the outcome of the proceedings to which currently we are a party will not, individually or in the aggregate, have a material adverse effect on our financial position, results of operations or cash flows.

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MANAGEMENT

Pursuant to our bylaws and Brazilian corporate law, we are managed by a board of directors (Conselho de Administração) and a board of executive officers (Diretoria). In addition, our bylaws also provide for the establishment of a non-permanent fiscal council (Conselho Fiscal). We are also subject to certain rules related to our management pursuant to the regulations of Level 2 segment of BM&FBOVESPA, as described further below.

Board of Directors

Our board of directors is responsible for, among other things, establishing our overall strategy and general business policies, supervising management, electing and removing our executive officers, and appointing our independent auditors. Our bylaws determine that our board of directors shall be composed of five to 10 members.

The members of our board of directors are elected at a shareholders’ meeting in accordance with the terms and conditions of our bylaws, Brazilian corporate law, the Shareholders’ Agreement entered into our principal shareholder David Neeleman entered and TRIP’s Former Shareholders on November 20, 2012, referred to herein as the Shareholders’ Agreement, and the regulations of the Level 2 segment of BM&FBOVESPA. The members of our board of directors are elected for terms of two consecutive years and can be re-elected and removed at any time by our shareholders at a shareholders’ meeting. In addition, pursuant to our bylaws, the chairman of the board of directors will be appointed by our shareholders at a general shareholders’ meeting.

Pursuant to Brazilian corporate law, holders of our preferred shares (with no voting rights or restricted voting rights) representing at least 10% of our total capital stock have the right to elect one member to the board of directors. Holders of our preferred shares have the right to elect two members to the board of directors in a separate voting process, in accordance with the terms and conditions of our bylaws. In addition, minority shareholders whose interest in our common shares represent a minimum of 15% of our total voting capital stock have the right to elect one director in a separate voting process.

Pursuant to the Shareholders’ Agreement, as long as TRIP’s Former Shareholders hold (i) more than 20% of our common shares, they will have the right to appoint three directors; (ii) between 10% and 20% of our common shares, they will have the right to appoint two directors; (iii) between 5% and 10% of our common shares, they will have the right to appoint one director. The remaining directors must be appointed by David Neeleman, provided that at least two directors must be independent and at least one must be appointed by the shareholder holding the largest number of our preferred shares at the time of the appointment. If such shareholder is unable to put forward a director for election to our board, then the shareholder holding the second largest number of our preferred shares must make the appointment and so on. Currently, our board of directors is composed of 10 members, three of whom are independent members. For more information on the election of our board of directors, see “Description of Capital Stock—Shareholders’ Agreement” and “Description of Capital Stock—Voting Rights.”

Under our bylaws and in conformity with regulations of the Level 2 segment of BM&FBOVESPA, at least 60% of the members of our board of directors must be independent, and must be expressly identified as so at the time of election. Pursuant to Brazilian corporate law, members of our board of directors may not vote in any shareholders’ meetings or take part in any transaction in which there is a conflict of interest.

The Level 2 segment of BM&FBOVESPA rules also require that all members of our board of directors execute a management compliance statement as a prerequisite for service on the board. Consistent with this statement, our directors are personally liable for our compliance with the terms of the Level 2 segment of BM&FBOVESPA Participation Agreement, including the Market Arbitration Chamber Rules and the Level 2 rules. For more information, see “Market Information—Corporate Governance Practices and the Level 2 segment of BM&FBOVESPA.”

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All decisions made by our board of directors are made by majority vote of those members present at the relevant meeting. Pursuant to our bylaws, our board of directors is required to meet at least once each quarter, and whenever corporate interests require such meeting.

The table below sets forth the name, title, election date, expiration date of the term of office, and the date of birth of each of the current members of our board of directors:

Name	Title	Election Date(1)		Mandate Term		Date of Birth
David Neeleman	Chairman		February 20, 2013		February 20, 2015		October 16, 1959
José Mário Caprioli dos Santos	Member		April 30, 2014		April 30, 2016		July 7, 1971
Sérgio Eraldo Salles Pinto	Member		February 20, 2013		February 20, 2015		September 24, 1964
Carolyn Luther Trabuco	Independent Member(2)		February 20, 2013		February 20, 2015		April 15, 1969
Henrique de Campos Meirelles	Independent Member(2)		December 20, 2013		December 20, 2015		August 31, 1945
Gelson Pizzirani	Independent Member(2)		April 30, 2014		April 30, 2016		July 18, 1951
Renan Chieppe	Member		April 30, 2014		April 30, 2016		April 6, 1962
Decio Luiz Chieppe	Member		April 30, 2014		April 30, 2016		May 14, 1960
Pedro Barcellos Janot Marinho	Member		February 20, 2013		February 20, 2015		May 25, 1969
Michael Lazarus	Member		February 20, 2013		February 20, 2015		May 20, 1955

(1) Refers to date of most recent election.

(2) Independent according to the regulations of the Level 2 segment of BM&FBOVESPA and the CVM rules of independence.

The business address of each member of our board of the directors is Edifício Jatobá, 8^th floor, Castelo Branco Office Park, Avenida Marcos Penteado de Ulhôa Rodrigues, 939, Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.

The following discussion contains summary biographical information relating to each of the members of our board of directors:

David Neeleman a dual Brazilian and U.S. citizen, is the Chairman of our board of directors and our Chief Executive Officer and has served in these positions since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue Airways, where he held the position of Chief Executive Officer from 1998 to 2007 and Chairman of the board of directors from 2002 to 2008. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As president of Morris Air, he implemented the industry’s first electronic ticketing system and pioneered a home reservationist system that is now the foundation of JetBlue’s call center. Mr. Neeleman sold Morris Air and took the electronic ticketing to Open Skies. He sold Open Skies to Hewlett Packard in 1999. During this period, Neeleman acted as a consultant to WestJet Airlines, a successful Canadian low-fare airline.

José Mário Caprioli dos Santos has been a member of our board of directors since August 15, 2012. Mr. Caprioli was also our Chief Operating Officer from August 15, 2012 to February 18, 2014, when he became our Institutional Relations Officer. Mr. Caprioli was the founder of TRIP, where he served as the Chief Executive Officer from 1998 until February 2013. He is also the Chairman of the Brazilian Airlines Association (ABEAR). Mr. Caprioli holds a bachelor’s degree in business administration from Pontíficia Universidade Católica de Campinas. He also attended a specialization course on public transportation at Universidade de Campinas and a capital markets program at Columbia University.

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Sérgio Eraldo Salles Pinto has been a member of our board of directors since March 10, 2008. He is the CEO of the Bozano Group. Mr. Salles is also a current board member of Embraer, Mercatto Investimentos, Trapezus Asset Management, BR Investimentos, Ouro Preto Óleo e Gás and Netpoints. In addition to holding these positions, Mr. Salles served as Executive Director of Banco Meridional and was Chairman of Bozano Simonsen Securities of London. Mr. Salles holds a bachelor’s degree in economics and electrical engineering from Universidade de Brasília, a master’s degree in economics from Fundação Getúlio Vargas do Rio de Janeiro, and a master’s in business administration from Pontíficia Universidade Católica do Rio de Janeiro.

Carolyn Luther Trabuco has been a member of our board of directors since March 10, 2008. Ms. Trabuco is a member of the investment team at Adams Hill Capital LLC. Prior to joining Adams Hill, Ms. Trabuco was a Senior Vice President at Astenbeck Capital Management LLC and Phibro Trading LLC from 2009 until June 2014. Before joining Astenbeck, Ms. Trabuco worked at Pequot Capital Management as a senior equity research analyst focused on the global resources sector and the Latin America region from 2002 until 2009. She has worked in the financial services industry for more than 20 years and has been involved with Azul since its formation in 2008. Ms. Trabuco holds a bachelor’s degree in art history from Georgetown University.

Henrique de Campos Meirelles has been a member of our board of directors since December 21, 2011. Mr. Meirelles was president of the Central Bank of Brazil from 2003 to 2010. During most of his career he worked for BankBoston, where he was the president of the Brazilian operations from 1984 to 1996. In 1996, he became President and Chief Operating Officer of BankBoston Corporation and in 1999 was named President of Global Banking for FleetBoston Financial. He has also held council positions at various universities, including Harvard, Boston College and Massachusetts Institute of Technology. Mr. Meirelles earned a bachelor’s degree in Engineering from the Universidade de São Paulo in 1972 and a master’s in business administration from the Universidade Federal do Rio de Janeiro—Coppead in 1971. He attended the Harvard Business School Advanced Management Program (AMP) in 1984. Mr. Meirelles also holds an honorary degree from Bryant College, Rhode Island.

Gelson Pizzirani has been a member of our board of directors since April 30, 2012. Mr. Pizzirani was a VP of Revenue Management and Fleet Planning at TAM from 2002 to 2007. Before joining TAM, he held several management positions with different IT companies. Mr. Pizzirani holds a bachelor’s degree in mathematics from the Universidade do Santo André and a master’s degrees in strategic management and information technology from Fundação Getúlio Vargas.

Renan Chieppe has been a member of our board of directors since August 15, 2012 and General Executive Officer of Águia Branca’s passenger transportation unit since 1994. Mr. Chieppe joined Grupo Águia Branca in 1980. He is also currently the president of the Brazilian Association of Passenger Ground Transportation Providers (Associação Brasileira das Empresas de Transporte Terrestre de Passageiros—ABRATI) and a member of the board of directors of VIX Logística. Mr. Chieppe also served as chairman of the board of Trip airlines from 2008 to 2012. In 2001, he was elected president of the Espírito Santo State Passenger Transportation Trade Association (Sindicato de Transportes de Passageiros do Estado do Espírito Santo), a position he held for two consecutive terms. Mr. Chieppe holds a degree in business administration from Faculdades Integradas Espírito-Santenses.

Decio Luiz Chieppe has been a member of our board of directors since August 15, 2012. He is also an Executive Officer for Administration and Finance at Águia Branca and a member of the board of directors of Vix Logistica S.A During his career, Mr. Chieppe has held leadership positions at all Grupo Águia Branca companies, including as an executive officer for finance and administration from 1993 through the present day and as the chief executive officer of certain Grupo Águia Branca companies from 1978 to 1993. Mr. Chieppe holds a degree in business administration from the Universidade Federal do Espírito Santo and an executive master’s in business administration in finance from IBMEC, a Brazilian private university. He also completed an executive skills, tools and competencies program (STC), at the J.L. Kellogg Graduate School of Management.

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Pedro Barcellos Janot Marinho has been a member of our board of directors since February 20, 2013. He was President of Azul S.A. from 2008 to 2012. Before joining Azul in 2008, he was an executive director at Companhia Brasileira de Alimentos S.A. (Pão de Açúcar Group) from 2007 to 2008 and a founder of Inditex’s Zara activities in Brazil where he served as chief executive officer from 1998 to 2006. Mr. Janot also held positions at Mesbla, Lojas Americanas and Richard’s. He has a business administration degree from Cândido Mendes University, a master’s degree in human resources from Pontifícia Universidade Católica of Rio de Janeiro, and an master’s in business administration from IBMEC, a Brazilian private university.

Michael Lazarus has been a member of our board of directors since February 20, 2013. Mr. Lazarus co-founded Weston Presidio, a private equity firm focused on growth companies, in 1991 and currently serves as one of its Managing Partners. Mr. Lazarus is also a founding partner of Main Post Partners, a San Francisco based growth equity fund. Prior to the formation of Weston Presidio, he served as Managing Director and Director of the Private Placement Department of Montgomery Securities. Mr. Lazarus currently serves on the board of advisors of Azul Linhas and on the boards of directors of Integro and Jimmy John’s LLC. He was previously the founding Chairman of JetBlue Airways and served on the board of directors for the airline as well as on the boards of directors for Restoration Hardware, Morris Air, Guitar Center, Fender Musical Instrument Corp., and numerous privately held companies. Michael graduated with a bachelor’s degree in accounting from Grove City College.

Board of Executive Officers

The members of our board of executive officers are our legal representatives. They are primarily responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors. Our board of directors is responsible for establishing the roles of each executive officer.

Pursuant to Brazilian corporate law, each member of our board of executive officers must reside and have domicile in Brazil but does not need to be a shareholder. In addition, up to, at most, one third of the members of our board of directors may hold a position on our board of executive officers.

According to our bylaws, our board of executive officers is composed of two to seven members, who serve for two-year terms and may be reelected. Our bylaws set forth that our board of executive officers must be composed of (i) one chief executive officer; (ii) one chief financial officer and (iii) up to five additional officers with or without specific designation. In addition, our bylaws establish that one officer must be designated the investment relations officer. Officers may serve in more than one capacity at the same time.

Our executive officers can be removed by our board of directors at any time. Pursuant to the regulations of the Level 2 segment of BM&FBOVESPA, each executive officer must, prior to taking office, sign an instrument of consent (Termo de Anuência dos Administradores).

Our investor relations department is located in the city of Barueri, state of São Paulo. John Rodgerson, who is also our Chief Financial Officer, was elected our Investors Relations Officer at the board of directors meeting held on March 1, 2013. The telephone number of our investor relations department is +55 (11) 4831-2880, the fax number is +55 (11) 4134-9890 and its e-mail is invest@voeazul.com.br.

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The table below indicates the name, title, date of birth and date of election of each of the current members of our board of executive officers:

Name	Title	Election Date		Mandate Term		Date of Birth
David Neeleman	Chief Executive Officer		January 17, 2013		January 17, 2015		October 16, 1959
José Mário Caprioli dos Santos	Institutional Relations Officer		February 18, 2014		February 18, 2016		July 11, 1971
John Rodgerson	Chief Financial Officer Investor Relations Officer		January 17, 2013		January 17, 2015		June 11, 1976
Abhi Manoj Shah	Chief Revenue Officer		September 5, 2014		September 5, 2016		September 27, 1978
Antonoaldo Grangeon Trancoso Neves	Administrative Officer		October 20, 2014		October 20, 2016		March 05, 1975

The following discussion contains summary biographical information relating to each of the members of our board of executive officers:

David Neeleman is our Chief Executive Officer. For a summary of Mr. Neeleman’s business experience and other biographical information, see “—Board of Directors” above.

José Mario Caprioli dos Santos is our Institutional Relations Officer. For a summary of Mr. Caprioli’s business experience and other biographical information, see “—Board of Directors” above.

John Rodgerson is our Chief Financial Officer and Investor Relations Officer. Prior to joining Azul, Mr. Rodgerson served as the Director of Planning and Financial Analysis at JetBlue Airways from 2003 to 2008. Before JetBlue, he worked for IBM Global Services from 2001 to 2003. Mr. Rodgerson holds a Bachelor’s Degree in Finance from Brigham Young University.

Abhi Manoj Shah is our Chief Revenue Officer and one of the founding members of Azul. Prior to joining Azul in 2008, Mr. Shah worked at JetBlue Airways from 2004 to 2008 and at the Boeing Company from 2000 to 2004. Mr. Shah holds a Bachelor’s degree in Aerospace Engineering from the University of Texas and a Master’s degree in Aerospace Engineering from the University of Washington.

Antonoaldo Grangeon Trancoso has been our Administrative Officer since October 20, 2014. He is also President of Azul Linhas. Mr. Neves served as a Partner at McKinsey, where he led the integration process of the businesses of Azul and TRIP, and has more than ten years of experience in aviation and infrastructure projects in both the private and government sectors. He was appointed by BNDES and the Civil Aviation Authority Secretary as board member of Infraero from 2011 to 2012. Antonoaldo also held the position of corporate director at Cyrela, a leading real estate company in Brazil, and of engineer at Odebrecht, a Brazilian construction company. Antonoaldo holds an MBA from Darden Graduate School of Business Administration, a Master in Finance from PUC Rio de Janeiro, and a B.S. in Civil Engineering from Escola Politécnica da Universidade de São Paulo.

Fiscal Council

Pursuant to Brazilian corporate law, a fiscal council is a corporate body independent from a company’s management and independent auditors. A fiscal council may be either permanent or non-permanent. Although we have not elected any fiscal council members as of the date of this prospectus, we currently have a non-permanent fiscal council, which may be installed at any time at the request of shareholders, as described below. If installed, the primary responsibilities of our fiscal council would include monitoring management activities, reviewing our financial statements, and reporting its findings to our shareholders.

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The fiscal council, if installed, will be composed of five members who are residents of Brazil and their respective alternates. Under Brazilian corporate law, a non-permanent fiscal council may be installed at the request of shareholders representing at least (i) 10% of the outstanding common shares or (ii) 5% of the preferred shares and, once installed, the fiscal council will serve until the first annual shareholders’ meeting following its establishment. Pursuant to CVM rules, listed corporations with outstanding capital stock valued at more than R$150 million, such as us, may reduce these percentages to (i) 2% of the outstanding common shares or (ii) 1% of the preferred shares. In addition, preferred shareholders and minority shareholders representing a minimum of 10% of or outstanding common shares are entitled to elect one fiscal council member and the corresponding alternate by a separate vote. In this case, the other shareholders of common shares may elect the same number of council members as the minority shareholders, plus one. The fiscal council may not include members of our board of directors or our board of executive officers, employees of controlled companies or any company from within our economic group, or relatives of our managers. Brazilian corporate law requires fiscal council members to receive as compensation an amount equal to at least 10% of the average annual salary of executive officers, excluding benefits and other allowances, or profit-sharing arrangements. Fiscal council members are further required to comply with the rules of the Level 2 segment of BM&FBOVESPA.

Compensation Committee

Our compensation committee is composed of three members who are elected by our board of directors two of which shall be independent members of the board of directors. Our compensation committee’s principal responsibilities include: (i) reviewing corporate goals, (ii) evaluating certain executive compensation arrangements as well as the performance of key executives, and (iii) recommending compensation, incentive-compensation and stock option and restricted stock plans to the board of executive officers. The current members of our compensation committee are: David Neeleman, Sérgio Eraldo Salles Pinto and Carolyn Luther Trabuco, all of whom are directors of our company. Their mandates are for an unlimited duration, until the board of directors replaces them. As a foreign private issuer, we are not required to comply with the SEC rules applicable to compensation committees. For more information, see “Principal Differences between Brazilian and U.S. Corporate Governance Practices—Committees.”

Audit Committee

Our audit committee is composed of three members who are elected by our board of directors, two of which shall be independent members of the board of directors. Additionally, one of these two members may not be an executive officer of the Company. The members shall be appointed for a two-year term of office, being permitted reelection, with a limit of ten years of office. Members will become eligible to compose this committee again after three years from the end of his last term of office. The audit committee is responsible for: (i) advising our board of directors regarding the selection of independent auditors, (ii) reviewing the scope of the audit and other services provided by our independent auditors, (iii) approving related party transactions and (iv) evaluating our internal controls, among other things. The members of our audit committee are David Neeleman, Décio Luiz Chieppe and Sérgio Eraldo Salles Pinto (coordinator). Within one year following the completion of this global offering, we expect that all members of our audit committee will either satisfy the independence requirements of the SEC and NYSE applicable to audit committees of foreign private issuers or will qualify for an exemption under applicable rules, with the Rule 10A-3 exemption. At least one member of the audit committee will be an audit committee “financial expert” within the meaning of the rules adopted by the SEC relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act.

Corporate Governance Committee

Our corporate governance committee was created on December 23, 2013 and is composed of three members who are elected by our board of directors. At least two members of the corporate governance committee shall be independent members of the board of directors, pursuant to the Level 2 Regulation of BM&FBOVESPA. The members of our corporate governance committee are David Neeleman, Michael Lazarus (coordinator) and

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Gelson Pizzirani. Our corporate governance committee’s principal responsibilities include: (i) recommending to the board of directors a set of corporate governance guidelines applicable to us and supervising its enforcement, (ii) reviewing and approving our code of conduct on an annual basis, (iii) reviewing and expressing its opinion about potential conflicts of interest among members of the board of directors and us, and (iv) expressing an opinion about (a) the sale or transfer of our fixed assets in amounts, in reais, equivalent to or higher than US$10.0 million, converted by the PTAX-800 rate of the day of the transaction, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein we operate; (b) any transaction between our shareholders, officers or related parties, their respective spouses, ascendants, relatives up to the third degree, its controlling entities, or persons under common control on one side, and us or our subsidiaries on the other side, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein we operate; and (c) contracting any financial obligation not provided for in our annual plan or budget or our subsidiaries’, whose amount, in Reais, is higher than US$200.0 million, converted by the PTAX-800 rate of the day of the transaction.

Common Shares Held Directly or Indirectly by our Directors and Executive Officers

As of the date of this prospectus, David Neeleman, who is the chairman of our board of directors and our CEO, holds directly and indirectly 311,203,319 of our common shares, representing 67% of the common shares of our capital stock, José Mário Caprioli dos Santos, our director and Institutional Relations Officer, indirectly holds 70,508,464 of our common shares, representing 15.18% of our capital stock. Décio Luiz Chieppe and Renan Chieppe, our directors, indirectly hold 82,770,746 of our common shares, representing 17.82% of our capital stock.

Management Compensation

Our executive officers are entitled to compensation consisting of a fixed and variable component. The monthly fixed compensation paid to our management is based on market practices and surveys prepared by an independent consulting firm. Such amounts are subject to annual adjustment. The variable component consists of bonus, stock and restricted stock options, as further described below.

Short-term variable compensation is based on targets that, if reached, entitle the officer to an annual bonus based on his or her individual performance. The targets are established at the beginning of the year based on our strategic plan. For managers, half of the short-term variable compensation is based on our performance, and the other half is based on the individual’s performance. For officers, 75% of the short-term variable compensation is based on our performance, and 25% is based on the individual’s performance. On the other hand, our long-term variable compensation involves the grant of stock and restricted stock options. In addition, our officers receive benefits in line with market practices.

Only the independent members of our board of directors receive compensation for their service through either a monthly fixed amount or a fixed amount per meeting attended.

Certain of our executives receive additional benefits, such as an allowance package for school fees and housing for our expatriate executive officers. Under this package, Azul Linhas has given a guarantee of rent and other payments under two lease agreements for family housing in Brazil. In addition, our directors, officers and non-statutory officers are entitled to free airline tickets for their immediate family.

The aggregate compensation paid to our directors, executive officers and officers in the year ended December 31, 2013 was R$22.7 million, excluding stock options.

Stock Option and Restricted Stock Plans

We have stock option and restricted stock plans for key personnel, including our officers, certain managers and other key crewmembers. Beneficiaries of the plans receive options to purchase preferred shares and/or

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restricted units, allowing them to participate in the long term achievements of our company through share ownership, with the aim of stimulating alignment with and commitment to achieving our corporate strategies and goals. The beneficiaries of our stock option and restricted stock plans are selected by our compensation committee.

On December 11, 2009, we established our first stock option plan, which consists of three programs:

• The first program was established on December 11, 2009 and terminated on December 31, 2010. The options granted to each beneficiary under this first program vest in 48 equal monthly installments. Once vested, options under this program may only be exercised following either (i) the sale of our company or (ii) the pricing of an initial public offering, such as this global offering. The strike price under this program, after accounting for the stock splits that we carried out subsequent to the date of grant, is R$6.83 per preferred share.

• The second program, which extends to our statutory and non-statutory officers, was established on March 24, 2011. The options granted to each beneficiary under this second program vest in 48 equal monthly installments. Once vested, options under this program may only be exercised (i) annually; (ii) upon the sale of our company or (iii) upon the pricing of an initial public offering, such as this global offering. The strike price under this program, after accounting for the stock splits that we carried out subsequent to the date of grant, is R$12.88 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time.

• The third program was established on April 5, 2011. The options granted to each beneficiary under this third program vest in 48 equal monthly installments. Once vested, options under this program may only be exercised following either (i) the sale of our company or (ii) the pricing of an initial public offering, such as this global offering. The strike price under this program, after accounting for the stock splits that we carried out subsequent to the date of grant, is R$12.88 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time.

Following the pricing of this global offering, all stock options that have vested will become exercisable, other than options that are subject to the lock-up restrictions discussed in the section of this prospectus entitled “Underwriters.”

On June 30, 2014, we established our second stock option plan. The options granted to each beneficiary under the second plan vest in four equal annual installments. Once vested, options under this program may only be exercised following either (i) the sale of Azul or (ii) the pricing of an initial public offering, such as this global offering. The strike price under this second stock option plan shall reflect the par value of our preferred shares in this global offering, decreased by a pro rata discount of 0% to 30%, depending on the date of our initial public offering, counted from the beginning of the vesting period, as follows: (i) 0-10% if our initial public offering occurs within 365 days; (ii) 10-20% if our initial public offering occurs from day 366 until day 730; (iii) 20-30% if our initial public offering occurs from day 731 to 1095; and (iv) a flat 30% if our initial public offering occurs from day 1096 until 1460.

On June 30, 2014, we also established our restricted stock units, or RSUs, plan. The restricted stock granted to each beneficiary under the plan vests in four equal annual installments. The beneficiaries shall only become vested in the restricted stocks to the extent that (i) the vesting periods are complied in accordance with the plan; and (ii) one of the following events occur: (a) the sale of Azul; or (b) the pricing of an initial public offering, such as this global offering. At the end of each year of the vesting period, if none of the events listed above occur, we may choose to pay the beneficiaries in cash the portion corresponding to the value of the restricted stocks already vested, at fair value and without any additions.

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The table below shows, as of the date of this prospectus, the total number of stock options and the total amount of restricted stock units, or RSUs, granted to all beneficiaries, and the number of options that have already vested, in each case after accounting for the stock splits carried out subsequent to the date of grant:

Long-Term Incentive Plans	Total Number/Amount of Stock Options/RSUs Granted		Number of Stock Options/RSUs Vested
Programs under the First Stock Option Plan
First Program		2,516,400		2,475,438
Second Program		786,000		575,160
Third Program		328,000		223,859
Second Stock Option Plan		1,084,561		125,644
Restricted Stock Unit Plan	R$	10,241,075.85		—

Upon vesting, one RSU will entitle its beneficiary to one Class A preferred share. As of the date of this prospectus, no stock options or restricted stock options have been exercised.

Directors’ and Officers’ Insurance

Our directors and officers have been covered by liability insurance since our inception. Our current directors’ and officers’ insurance policy, which we entered into on January 31, 2014, is provided by Itaú Seguros S.A. This policy covers damages or costs in the event our directors or officers suffer losses as a result of a lawsuit for alleged wrongful misconduct while acting in their capacity as directors or officers. The current policy expires on January 31, 2015. In addition, we have entered into indemnity agreements with two of our independent directors pursuant to which we agree to indemnify and hold each of them harmless for certain losses arising out of their respective positions as directors excluding any willful misconduct, fraud or severe negligence. See “Related Party Transactions—Arrangements with Directors and Officers.”

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PRINCIPAL AND SELLING SHAREHOLDERS

The tables below show the numbers of shares and percentage ownership held by (i) each person that is a beneficial owner of 5% or more of each class of our shares and (ii) all of our executive officers and directors as a group. To the extent that any of our directors or officers participates in the directed share program being effected concurrently with this global offering, or in the Brazilian special allocation program being effected concurrently with the Brazilian offering, the number and percentage of preferred shares that he or she owns will increase. For a discussion of the differences in voting and other rights between our common and preferred shares, see “Description of Capital Stock.”

As of the date of this prospectus, 67% of our outstanding common stock was held by one record holder in the United States and approximately 48% of our outstanding preferred shares were held by 26 record holders in the United States.

The following table shows the beneficial ownership of our capital stock as of the date of this prospectus, before this global offering and before the exercise of Warrants by the Private Placement Investors:

Name	Common Shares		Percentage of Outstanding Common Shares		Total Preferred Shares		Percentage of Outstanding Preferred Shares		Percentage of Total Capital Stock		Economic Interest
David Neeleman(1)		311,203,319		67.00		4,247,648		4.58		56.62		8.90
Chieppe family(2)		82,770,746		17.82		14,031,349		15.15		17.38		15.69
Caprioli family(3)		70,508,464		15.18		11,952,638		12.90		14.80		13.36
Bozano Group(4)		—		—		14,481,829		15.63		2.60		14.25
Weston Presidio(5)		—		—		11,384,563		12.29		2.04		11.80
Zweig DiMenna(6)		—		—		8,248,648		8.90		1.48		8.55
TPG Growth(7)		—		—		7,845,017		8.47		1.41		8.13
Gávea Group(8)		—		—		6,779,600		7.32		1.22		7.03
Azul HoldCo, LLC(9)		—		—		4,819,518		5.20		0.87		5.00
Peterson Partners(10)		—		—		5,145,920		5.55		0.92		4.86
Fidelity(11)		—		—		1,182,650		1.28		0.21		0.02
Other Selling Shareholders(12)		—		—		1,949,504		2.10		0.35		1.82
Other Shareholders(13)		—		—		406,728		0.44		0.07		0.42
Executive officers and directors(14)		—		—		167,564		0.18		0.03		0.17
Total		464,482,529		100.0		92,643,175		100.0		100.0		100.0

(1) Consists of shares beneficially owned by David Neeleman. The record holders of these shares are David Neeleman and Saleb II Founder 1 LLC. David Neeleman is a resident of Brazil and his address is Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9^th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Barueri, 06460-040, São Paulo, Brazil. David Neeleman is our Chairman and Chief Executive Officer. The address for Saleb II Founder 1 LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.

(2) Consists of shares beneficially owned by Renan Chieppe and Decio Luiz Chieppe. The record holders of these shares are Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. The address for Trip Participações S.A. is Rodovia BR 262, Km 05, Campo Grande, CEP 29.145-901, Cidade de Cariacica, Estado do Espírito Santo, Brazil. The Chieppe family will sell [—] shares held through Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. in this offering, assuming that the underwriters’ option to purchase additional shares is exercised in full. The address for Trip Investimentos Ltda. is Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, 13097-104, Campinas, São Paulo, Brazil. The address for Rio Novo Locações Ltda. is Rodovia

152

BR 262, Km 6,3, Sala 208, 29.157-405, Cariacica, Espírito Santo, Brazil. Renan Chieppe and Decio Luiz Chieppe are residents of Brazil and their address is Rua José Alexandre Buaiz, 300, Ed. Work Center, 18^th floor, Enseada do Suá, Vitória, Espírito Santo, Brazil. Renan Chieppe and Decio Luiz Chieppe are members of our board of directors.

(3) Consists of shares beneficially owned by José Mário Caprioli dos Santos. The record holder of these shares is Trip Participações S.A. and Trip Investimentos Ltda. The address for Trip Participações S.A. is Rodovia BR 262, Km 05, Campo Grande, 29.145-901, Cariacica, Espírito Santo, Brazil. The address for Trip Investimentos Ltda. is Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, 13097-104, Campinas, São Paulo, Brazil. José Mário Caprioli dos Santos is a resident of Brazil and his address is Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9^th floor, Edifício Jatobá, 06460-040, Tamboré Barueri, São Paulo, Brazil. He is our Institutional Relations Officer and a member of our board of directors.

(4) Consists of shares beneficially owned by Julio Rafael de Aragão Bozano. The record holders of these shares are Kadon Empreendimentos S.A., Bozano Holdings Ltd. and Cia Bozano. Cia Bozano controls 99.99% of Kadon Empreendimentos S.A.’s equity. The address for Bozano Holdings Ltd. is Leeward One Building, Safe Haven Corporate Centre, West Bay Road, Seven Mile Beach, Grand Cayman, British West Indies. The address for Kadon Empreendimentos S.A. is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil and the address for Cia Bozano is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil. Julio Rafael de Aragão Bozano is a resident of Brazil and his address is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil.

(5) Represents shares held by WP-New Air, LLC, whose sole member is Weston Presidio V, L.P. Michael P. Lazarus and Michael F. Cronin are the managing members of Weston Presidio Management V, LLC, the general partner of Weston Presidio V, L.P. As a result of the foregoing, Mr. Lazarus and Mr. Cronin share voting and dispositive power with respect to the shares held by WP-New Air, LLC. WP-New Air, LLC’s address is c/o Weston Presidio, One Ferry Building, Suite 350, San Francisco, CA 94111. Mr. Cronin is a resident of the United States and his address is c/o Weston Presidio, 200 Clarendon Street, 50^th Floor, Boston Massachusetts 02116. Mr. Lazarus is a resident of the United States and his address is c/o Weston Presidio, One Ferry Building, Suite 350, San Francisco, California 94111. Mr. Lazarus is a member of our board of directors.

(6) Consists of shares beneficially owned by Zweig-DiMenna, with respect to which Joseph A. DiMenna possesses voting and investment power. The record holder of these shares is ZDBR LLC, a limited liability company controlled by Zweig DiMenna. The address for ZDBR LLC is c/o Zweig-DiMenna Associates, Inc., 900 Third Avenue, 31st Floor, New York, New York 10022. Joseph A. DiMenna is a resident of the United States and his address is 900 Third Avenue, New York, New York 10022.

(7) The record holder of these shares is Star Sabia, LLC, a Delaware limited liability company, whose sole member is TPG STAR, L.P., a Delaware limited partnership, whose general partner is TPG STAR GenPar, L.P., a Delaware limited partnership, whose general partner is TPG STAR GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Holdings I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings I A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. and therefore share voting and dispositive power with respect to the shares held by Star Sabia, LLC. The address of each of TPG Group Holdings (SBS) Advisors, Inc., Star Sabia, LLC and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(8) Consists of shares held off the record by GIF II Fundo de Investimento em Participações and GIF Mercury LLC, which are vehicles controlled and managed by Gávea Investimentos Ltda., a Brazilian based investment fund sponsor and manager. Gávea Investimentos Ltda.’s control is exercised by its officers, who have voting and dispositive power with respect to the shares held by GIF II Fundo de Investimento em Participações and GIF Mercury LLC. The current officers of Gávea Investimentos Ltda. who can bind Gávea Investimentos Ltda. and that, therefore, share voting and dispositive power with respect to the shares held by GIF II Fundo de Investimento em Participações and GIF Mercury LLC are Arminio Fraga Neto,

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Luiza Henrique Fraga, Amaury Guilherme Bier, Christopher David Meyn and Gabriel Srour. The address for GIF Mercury LLC is 1209 Orange Street, Wilmington, Delaware 19801, and the address for GIF II Fundo de Investimento em Participações is Cidade de Deus, Prédio Prata, 4º andar, Osasco, São Paulo, Brazil.

(9) Consists of shares held off the record by Pequot Capital Management, Inc. Pequot Capital Management Inc., an investment manager, is the Managing Member of Azul HoldCo, LLC, and, as a result, Pequot Capital Management Inc. has sole and exclusive voting and dispositive power with respect to the shares held by Azul Holdco, LLC. and has sole and exclusive right to conduct the affairs of Azul HoldCo, LLC. Aryeh Davis is the President and Chief Executive Officer and, as such, has voting and dispositive power with respect to the shares held by Pequot Capital Management, Inc., which in turn, means Mr. Davis has sole and exclusive voting and dispositive power with respect to the shares held by Azul Holdco, LLC. The address for Azul HoldCo, LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.

(10) Consists of shares beneficially owned by Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope, officers of Peterson Partners, Inc. The record holder of these shares is Maracatu LLC, which is controlled by Peterson Partners IV (A), LLP and Peterson Partners V, LP. The Manager for Peterson Partners IV (A), LLP and Peterson Partners V, LP is Peterson Partners, Inc. The address of Maracatu LLC is 2825 East Cottonwood Parkway, suite 400, Salt Lake City, UT 84121. Each of Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope are residents of the United States. The address of Peterson Partners, Inc., Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope is 2825 E. Cottonwood Pkwy., Suite 400, Salt Lake City, UT 84121.

(11) Consists of shares held by Fidelity Management & Research Company through Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund and Fidelity Securities Fund: Fidelity Blue Chip Growth Fund. These accounts are managed by direct or indirect subsidiaries of FMR LLC. Edward C. Johnson 3d is a Director and the Chairman of FMR LLC and Abigail P. Johnson is a Director, the Vice Chairman and the President of FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company has voting and dispositive power in connection with the shares of Azul and carries out the voting of these shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of Fidelity Management & Research Company is 245 Summer Street, Boston, MA 02210.

(12) Other Selling Shareholders, which together hold less than 5% of our capital stock, are: (i) Saleb II Founder 3 LLC, whose sole member is Thomas Eugene Kelly and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 3 LLC, (ii) Saleb II Founder 4 LLC, whose sole member is Tom Anderson and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 4 LLC, (iii) Saleb II Founder 5 LLC, whose sole member is Carol Elizabeth Archer and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 5 LLC, (iv) Saleb II Founder 6 LLC, whose sole members are Cindy England and Jeff England, who have voting and dispositive power with respect to the shares held by Saleb II Founder 6 LLC, (v) Saleb II Founder 7 LLC, whose sole member is Robert Land and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 7 LLC, (vi) Saleb II Founder 8 LLC, whose sole member is Robert Milton and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 8 LLC, (vii) Saleb II Founder 9 LLC, whose sole member is Mark Neeleman and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 9 LLC, (viii) Saleb II Founder 12 LLC, whose sole member is Maximilian Otto Urbahn and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 12 LLC, (ix) Saleb II Founder 13 LLC, whose sole member is Joel Peterson and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 13 LLC, (x) Saleb II Founder 14 LLC, whose sole member is Amir Nasruddin and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 14 LLC, (xi) Saleb II Founder 15 LLC, whose sole member is Jason Truman Ward and, as such, has voting and dispositive power with respect to the shares

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held by Saleb II Founder 15 LLC, (xii) Saleb II Founder 16 LLC, whose sole member is John Joseph Daly and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 16 LLC (all of the individuals mentioned in (i) to (xii) above have address at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801), (xiii) JJL Brazil LLC, a Delaware limited liability company, whose sole member and manager is James J. Liautaud (with address at 2212 Fox Drive, Champaign, Illinois 61820, United States), and, as such, has voting and dispositive power with respect to the shares held by JJL Brazil LLC, (xiv) Morris Azul, LLC, a Utah limited liability company, controlled and managed by June M. Morris (with address at 4277 Park Terrace Drive, Salt Lake City, Utah 84124, United States), who has voting and dispositive power with respect to the shares held by Morris Azul, LLC, (xv) Gianfranco Beting (with address at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9th floor Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré – Barueri, 06460 040, São Paulo, Brazil), (xvi) Miguel Dau (with address at Rua Roberto Dias Lopes, 93, Bloco A, ap. 1001, 22010 110, Rio de Janeiro, Brazil), (xvii) João Carlos Fernandes (with address at Alameda Rosas, 231, Morada das Flores, Aldeia da Serra, Santana de Parnaíba, São Paulo, Brazil) and (xviii) Regis da Silva Brito (with address at Rua Bento Gonçalves, 1902, ap. 401, 95780 000, Montenegro, Rio Grande do Sul, Brazil).

(13) Other Shareholders, which together hold less than 5% of our capital stock and which are not Selling Shareholders in this global offering, are (i) Saleb II Founder 2 LLC, whose sole member is Gerald Blake Lee and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 2 LLC and (ii) Saleb II Founder 10 LLC, whose sole member is Marlon Yair Ramirez and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 10 LLC.

(14) Consists of shares held by Carolyn Luther Trabuco, Henrique de Campos Meirelles John Rodgerson and Sérgio Eraldo de Salles Pinto. However, shares held by David Neeleman, Renan Chieppe, Décio Luiz Chieppe, José Mário Caprioli dos Santos are not being reported as being held by executive officers and directors, as they are being reported as held by David Neeleman, the Chieppe family and the Caprioli family, respectively.

The following table shows the beneficial ownership of our capital stock following this global offering, reflecting the following:

• the issuance of [—] new preferred shares in connection with the Warrants issued to certain Private Placement Investors (calculated at an offering price of R$[—] per preferred share, the midpoint of the price range in this global offering), as described in “Principal and Selling Shareholders—Private Placement”;

• the (i) issuance and sale of [—] new preferred shares by us, and (ii) the sale by the Selling Shareholders of [—] existing preferred shares in the underwriters’ option to purchase additional shares that forms part of this global offering, assuming that such option to purchase additional shares is exercised in full; and

• no exercise of any stock options.

Name

Common     Shares

Percentage of Outstanding Common Shares

Total     Preferred     Shares

Percentage of Outstanding Preferred Shares

Percentage     of Total Capital Stock

Economic Interest

David Neeleman(1)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Chieppe family(2)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Caprioli family(3)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Bozano Group(4)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Weston Presidio(5)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Zweig DiMenna(6)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

TPG Growth(7)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Gávea Group(8)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Azul HoldCo, LLC(9)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Peterson Partners(10)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Fidelity(11)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Other Selling Shareholders(12)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Other Shareholders(13)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Executive officers and directors(14)

[—]

[—

]

[—]

[—

]

[—

]

[—

]

Total

[—]

100.0

[—]

100.0

100.0

100.0

(1) Consists of shares beneficially owned by David Neeleman. The record holders of these shares are David Neeleman and Saleb II Founder 1 LLC. David Neeleman is a resident of Brazil and his address is

155

Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9^th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Barueri, 06460-040, São Paulo, Brazil. David Neeleman is our Chairman and Chief Executive Officer. The address for Saleb II Founder 1 LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.

(2) Consists of shares beneficially owned by Renan Chieppe and Decio Luiz Chieppe. The record holders of these shares are Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. The address for Trip Participações S.A. is Rodovia BR 262, Km 05, Campo Grande, CEP 29.145-901, Cidade de Cariacica, Estado do Espírito Santo, Brazil. The Chieppe family will sell [—] shares held through Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. in this offering, assuming that the underwriters’ option to purchase additional shares is exercised in full. The address for Trip Investimentos Ltda. is Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, 13097-104, Campinas, São Paulo, Brazil. The address for Rio Novo Locações Ltda. is Rodovia BR 262, Km 6,3, Sala 208, 29.157-405, Cariacica, Espírito Santo, Brazil. Renan Chieppe and Decio Luiz Chieppe are residents of Brazil and their address is Rua José Alexandre Buaiz, 300, Ed. Work Center, 18^th floor, Enseada do Suá, Vitória, Espírito Santo, Brazil. Renan Chieppe and Decio Luiz Chieppe are members of our board of directors.

(3) Consists of shares beneficially owned by José Mário Caprioli dos Santos. The record holder of these shares is Trip Participações S.A. and Trip Investimentos Ltda. The address for Trip Participações S.A. is Rodovia BR 262, Km 05, Campo Grande, 29.145-901, Cariacica, Espírito Santo, Brazil. The address for Trip Investimentos Ltda. is Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, 13097-104, Campinas, São Paulo, Brazil. José Mário Caprioli dos Santos is a resident of Brazil and his address is Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9th floor, Edifício Jatobá, 06460-040, Tamboré Barueri, São Paulo, Brazil. He is our Institutional Relations Officer and a member of our board of directors.

(4) Consists of shares beneficially owned by Julio Rafael de Aragão Bozano. The record holders of these shares are Kadon Empreendimentos S.A., Bozano Holdings Ltd. and Cia Bozano. Cia Bozano controls 99.99% of Kadon Empreendimentos S.A.’s equity. The address for Bozano Holdings Ltd. is Leeward One Building, Safe Haven Corporate Centre, West Bay Road, Seven Mile Beach, Grand Cayman, British West Indies. The address for Kadon Empreendimentos S.A. is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil and the address for Cia Bozano is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil. Julio Rafael de Aragão Bozano is a resident of Brazil and his address is Rua Visconde de Ouro Preto, 5, 11º andar (parte), Botafogo, 22250-180, Rio de Janeiro, Brazil.

(5) Represents shares held by WP-New Air, LLC, whose sole member is Weston Presidio V, L.P. Michael P. Lazarus and Michael F. Cronin are the managing members of Weston Presidio Management V, LLC, the general partner of Weston Presidio V, L.P. As a result of the foregoing, Mr. Lazarus and Mr. Cronin share voting and dispositive power with respect to the shares held by WP-New Air, LLC. WP-New Air, LLC’s address is c/o Weston Presidio, One Ferry Building, Suite 350, San Francisco, CA 94111. Mr. Cronin is a resident of the United States and his address is c/o Weston Presidio, 200 Clarendon Street, 50th Floor, Boston Massachusetts 02116. Mr. Lazarus is a resident of the United States and his address is c/o Weston Presidio, One Ferry Building, Suite 350, San Francisco, California 94111. Mr. Lazarus is a member of our board of directors.

(6) Consists of shares beneficially owned by Zweig-DiMenna, with respect to which Joseph A. DiMenna possesses voting and investment power. The record holder of these shares is ZDBR LLC, a limited liability company controlled by Zweig DiMenna. The address for ZDBR LLC is c/o Zweig-DiMenna Associates, Inc., 900 Third Avenue, 31st Floor, New York, New York 10022. Joseph A. DiMenna is a resident of the United States and his address is 900 Third Avenue, New York, New York 10022.

(7) The record holder of these shares is Star Sabia, LLC, a Delaware limited liability company, whose sole member is TPG STAR, L.P., a Delaware limited partnership, whose general partner is TPG STAR GenPar, L.P., a Delaware limited partnership, whose general partner is TPG STAR GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Holdings I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings I A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is

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TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. and therefore share voting and dispositive power with respect to the shares held by Star Sabia, LLC. The address of each of TPG Group Holdings (SBS) Advisors, Inc., Star Sabia, LLC and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(8) Consists of shares held off the record by GIF II Fundo de Investimento em Participações and GIF Mercury LLC, which are vehicles controlled and managed by Gávea Investimentos Ltda., a Brazilian based investment fund sponsor and manager. Gávea Investimentos Ltda.’s control is exercised by its officers, who have voting and dispositive power with respect to the shares held by GIF II Fundo de Investimento em Participações and GIF Mercury LLC. The current officers of Gávea Investimentos Ltda. who can bind Gávea Investimentos Ltda. and that, therefore, share voting and dispositive power with respect to the shares held by GIF II Fundo de Investimento em Participações and GIF Mercury LLC are Arminio Fraga Neto, Luiza Henrique Fraga, Amaury Guilherme Bier, Christopher David Meyn and Gabriel Srour. The address for GIF Mercury LLC is 1209 Orange Street, Wilmington, Delaware 19801, and the address for GIF II Fundo de Investimento em Participações is Cidade de Deus, Prédio Prata, 4º andar, Osasco, São Paulo, Brazil.

(9) Consists of shares held off the record by Pequot Capital Management, Inc. Pequot Capital Management Inc., an investment manager, is the Managing Member of Azul HoldCo, LLC, and, as a result, Pequot Capital Management Inc. has sole and exclusive voting and dispositive power with respect to the shares held by Azul Holdco, LLC. and has sole and exclusive right to conduct the affairs of Azul HoldCo, LLC. Aryeh Davis is the President and Chief Executive Officer and, as such, has voting and dispositive power with respect to the shares held by Pequot Capital Management, Inc., which in turn, means Mr. Davis has sole and exclusive voting and dispositive power with respect to the shares held by Azul Holdco, LLC. The address for Azul HoldCo, LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.

(10) Consists of shares beneficially owned by Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope, officers of Peterson Partners, Inc. The record holder of these shares is Maracatu LLC, which is controlled by Peterson Partners IV (A), LLP and Peterson Partners V, LP. The Manager for Peterson Partners IV (A), LLP and Peterson Partners V, LP is Peterson Partners, Inc. The address of Maracatu LLC is 2825 East Cottonwood Parkway, suite 400, Salt Lake City, UT 84121. Each of Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope are residents of the United States. The address of Peterson Partners, Inc., Joel C. Peterson, Daniel S. Peterson and Brandon K. Cope is 2825 E. Cottonwood Pkwy., Suite 400, Salt Lake City, UT 84121.

(11) Consists of shares held by Fidelity Management & Research Company through Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund and Fidelity Securities Fund: Fidelity Blue Chip Growth Fund. These accounts are managed by direct or indirect subsidiaries of FMR LLC. Edward C. Johnson 3d is a Director and the Chairman of FMR LLC and Abigail P. Johnson is a Director, the Vice Chairman and the President of FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company has voting and dispositive power in connection with the shares of Azul and carries out the voting of these shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of Fidelity Management & Research Company is 245 Summer Street, Boston, MA 02210.

(12) Other Selling Shareholders, which together hold less than 5% of our capital stock, are: (i) Saleb II Founder 3 LLC, whose sole member is Thomas Eugene Kelly and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 3 LLC, (ii) Saleb II Founder 4 LLC, whose sole member is Tom Anderson and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 4 LLC, (iii) Saleb II Founder 5 LLC, whose sole member is Carol Elizabeth Archer and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 5 LLC, (iv) Saleb II Founder 6 LLC, whose sole members are Cindy England and Jeff England, who have voting and dispositive power with respect to the shares held by Saleb II Founder 6 LLC, (v) Saleb II Founder 7 LLC, whose sole member is Robert Land and, as such, has voting and dispositive power with respect to the shares held by

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Saleb II Founder 7 LLC, (vi) Saleb II Founder 8 LLC, whose sole member is Robert Milton and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 8 LLC, (vii) Saleb II Founder 9 LLC, whose sole member is Mark Neeleman and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 9 LLC, (viii) Saleb II Founder 12 LLC, whose sole member is Maximilian Otto Urbahn and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 12 LLC, (ix) Saleb II Founder 13 LLC, whose sole member is Joel Peterson and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 13 LLC, (x) Saleb II Founder 14 LLC, whose sole member is Amir Nasruddin and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 14 LLC, (xi) Saleb II Founder 15 LLC, whose sole member is Jason Truman Ward and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 15 LLC, (xii) Saleb II Founder 16 LLC, whose sole member is John Joseph Daly and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 16 LLC (all of the individuals mentioned in (i) to (xii) above have address at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801), (xiii) JJL Brazil LLC, a Delaware limited liability company, whose sole member and manager is James J. Liautaud (with address at 2212 Fox Drive, Champaign, Illinois 61820, United States), and, as such, has voting and dispositive power with respect to the shares held by JJL Brazil LLC, (xiv) Morris Azul, LLC, a Utah limited liability company, controlled and managed by June M. Morris (with address at 4277 Park Terrace Drive, Salt Lake City, Utah 84124, United States), who has voting and dispositive power with respect to the shares held by Morris Azul, LLC, (xv) Gianfranco Beting (with address at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 9th floor Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré – Barueri, 06460 040, São Paulo, Brazil), (xvi) Miguel Dau (with address at Rua Roberto Dias Lopes, 93, Bloco A, ap. 1001, 22010 110, Rio de Janeiro, Brazil), (xvii) João Carlos Fernandes (with address at Alameda Rosas, 231, Morada das Flores, Aldeia da Serra, Santana de Parnaíba, São Paulo, Brazil) and (xviii) Regis da Silva Brito (with address at Rua Bento Gonçalves, 1902, ap. 401, 95780 000, Montenegro, Rio Grande do Sul, Brazil).

(13) Other Shareholders, which together hold less than 5% of our capital stock and which are not Selling Shareholders in this global offering, are (i) Saleb II Founder 2 LLC, whose sole member is Gerald Blake Lee and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 2 LLC and (ii) Saleb II Founder 10 LLC, whose sole member is Marlon Yair Ramirez and, as such, has voting and dispositive power with respect to the shares held by Saleb II Founder 10 LLC.

(14) Consists of shares held by Carolyn Luther Trabuco, Henrique de Campos Meirelles John Rodgerson and Sérgio Eraldo de Salles Pinto. However, shares held by David Neeleman, Renan Chieppe, Décio Luiz Chieppe, José Mário Caprioli dos Santos are not being reported as being held by executive officers and directors, as they are being reported as held by David Neeleman, the Chieppe family and the Caprioli family, respectively.

Private Placement

On December 23, 2013, we completed the Private Placement, pursuant to which we issued 2,400,388 Class B preferred shares to the Private Placement Investors and raised R$240 million. The Class B preferred shares issued in the Private Placement were converted into [—] Class A preferred shares on [—], 2014 and our Class A preferred shares were simultaneously renamed “preferred shares.” As a result, our capital is composed of one single class of preferred shares as of the date of this prospectus, which we are offering hereby. We also issued Warrants to the Private Placement Investors that may be converted into up to [—] additional preferred shares at the time of pricing of this global offering if the final offering price of our preferred shares is lower than the midpoint of the indicative price range in this global offering. The conversion of Warrants into preferred shares is calculated pursuant to a formula designed to offset any potential difference between the actual offering price and the midpoint of the indicative price range of this global offering used as the basis for the conversion of Class B preferred shares into Class A preferred shares.

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The table below shows the number of our preferred shares to be issued as a result of the exercise of Warrants and the resulting economic interest in our company that Private Placement Investors will hold assuming the following price scenarios per preferred share in the global offering:

Ownership at the Following Prices(1)

Current Ownership of Private Placement Investors

U.S.(2)

U.S.$(3)

U.S.$(4)

New preferred shares to be issued

[

—]

[

—]

[

—]

[

—]

Economic interest of Private Placement Investors following the exercise of Warrants

[

—]

[

—]

[

—]

[

—]

(1) The assumed offering price per preferred share in reais set forth on the cover page of this prospectus, translated into U.S. dollars at the exchange rate of R$[—] per U.S.$1.00 at [—], 2014.

(2) The low point of the price per preferred share in this global offering.

(3) A price per preferred share of R$[—], which represents the midpoint between the low point and midpoint of the assumed offering price per preferred share set forth on the cover page of this prospectus.

(4) The midpoint of the price per preferred share in this global offering.

Registration Rights Agreement

On December 23, 2013, we entered into a third amended and restated registration rights agreement, or the Registration Rights Agreement, with our then principal shareholders (including the Private Placement Investors) that gives them certain rights to register additional preferred shares held by them with the SEC for future sale.

Under the Registration Rights Agreement, at any time commencing six months following this global offering of our shares, shareholders owning a majority of our preferred shares that are not registered under the Securities Act at that time and that are entitled to registration rights thereunder may require us to file a registration statement covering the sale or distribution of the preferred shares owned by them. We must also include in that registration statement any preferred shares owned by any other principal shareholders of our company.

Additionally, once we qualify to use Form F-3 with the SEC, shareholders who own 35% of our preferred shares that are not registered under the Securities Act at that time may require us to file a registration statement on Form F-3 at any time. We must also include in that registration statement any preferred shares owned by any other principal shareholders of our company.

Put and Call Option Agreement

A put and call option agreement executed among Trip Participações S.A., Rio Novo Locações Ltda., Águia Branca Participações S.A. and Caprioli Participações Ltda., as amended on April 8, 2009, on July 2, 2012 and on April 14, 2014, provides Trip Participações S.A. the option to purchase TRIP’s common shares and Rio Novo Locações Ltda. the option to sell TRIP’s common shares. Considering the TRIP Acquisition, the parties to the put and call option agreement agreed to replace the common shares subject to the put and call option and held by Rio Novo Locações Ltda. in TRIP’s capital stock with all interest held by Rio Novo Locações Ltda. in our capital stock. Under this agreement, in the event of an initial public offering of our shares, Rio Novo Locações Ltda. has the right to exercise the option to purchase from Trip Participações S.A. our common shares for a (i) minimum exercise price of R$45 million if the value of its total interest in our capital stock calculated in accordance with bookbuilding process of our initial public offering corresponds to a total amount lower than R$45 million or for (ii) R$65 million if the value of its total interest in our capital stock calculated in accordance with the bookbuilding process of our initial public offering correspond to a total amount greater than R$65 million. Rio Novo Locações Ltda.’s put option, if available, must be exercised by July 13, 2015.

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RELATED PARTY TRANSACTIONS

We currently engage in various transactions with our shareholders and their affiliates. These transactions are conducted at arms’ length, based on terms that reflect the terms that would apply to transactions with third parties.

Loan Agreement with Bozano

Our operating subsidiary Azul Linhas was party to two financing agreements between Azul Linhas, as borrower, and Bozano, one of our shareholders, as lender, in the total principal amount of R$120 million. The loans carried interest at a rate of 10.1% per year. To guarantee payment of these loans, we pledged to Bozano up to R$40 million in receivables generated by sales from our travel agencies using bank payment orders (boletos bancários). Azul Linhas assigned to us R$74.9 million of this debt, and Bozano used it to capitalize us, investing in our Private Placement through the acquisition of Class B preferred shares. The debt between us and Azul Linhas resulting from such assignment was later used by us to increase our participation in Azul Linhas by increasing Azul Linhas’s capital stock. The remaining amount of the Bozano loans was fully paid in March 2014.

Guarantees given by TRIP’s Former Shareholders

Before the TRIP Acquisition, substantially all of TRIP’s financing agreements were guaranteed by its then parent company, Trip Participações S.A., which is now a shareholder of our company. In addition, two of the Caprioli and Chieppe family entities that are shareholders of Trip Participações S.A. have guaranteed working capital facilities provided to TRIP by Banco Bradesco S.A. We replaced the majority of these guarantees with guarantees given by us, and we are in the process of negotiating the replacement of the remaining guarantees with TRIP’s lenders. For additional information regarding these financing agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financings.”

Shareholders’ Agreement

For a description of our shareholders’ agreement, see “Description of Capital Stock—Shareholders’ Agreement.”

Rent guarantees given by Azul Linhas

Azul Linhas has guaranteed rent and other payments under three lease agreements for family housing in Brazil used by three of our executive officers.

Service Agreement with Águia Branca Participações S.A.

On January 1, 2013, we have entered into an agreement with Águia Branca Participações S.A., one of our shareholders, for the sharing of information technology resources during an indefinite period. On January 1, 2007, TRIP entered into an agreement with Águia Branca Participações S.A. for the rendering of consulting and technical professional services until December 31, 2014. The amounts to be paid by us under these agreements are based on the services actually rendered. The amounts paid during the year ended December 31, 2013 and the nine months ended September 30, 2014, were R$1.1 million and R$0.4 million, respectively.

TRIP Partial Spin-off Followed by Merger into Azul Linhas

On June 25, 2013, we approved a partial spin-off of TRIP and the merger of its net assets into Azul Linhas. The purpose of these transactions, which were effective as of June 1, 2014, was to simplify the management of our operational activities, reduce administrative costs and contribute to operational efficiencies and synergies.

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DESCRIPTION OF CAPITAL STOCK

The following is a brief summary of certain significant provisions of our bylaws, Brazilian corporate law, and the rules and regulations of the CVM and of the Level 2 segment of BM&FBOVESPA. This discussion does not purport to be complete and is qualified by reference to our bylaws, and of those laws, rules and regulations. For a summary of certain of your rights as a shareholder of a company listed on the Level 2 segment of BM&FBOVESPA, see “—Voting Rights” below.

General

We are incorporated as a Brazilian sociedade por ações under the corporate name Azul S.A. Our headquarters are at Edifício Jatobá, 8^th floor, Castelo Branco Office Park, Avenida Marcos Penteado de Ulhôa Rodrigues, 939, Tamboré, Barueri, São Paulo, SP 06460-040, Brazil. We are registered with the Board of Trade of the state of São Paulo under corporate registration number, or NIRE, number 35.300.361.130. We have been registered with the CVM as a publicly held corporation since [—], 2014.

Our preferred shares have been listed on the Level 2 segment of BM&FBOVESPA since [—], 2014. This listing requires us to comply with the corporate governance and disclosure rules of the Level 2 segment of BM&FBOVESPA as summarized in the “Market Information” section of this prospectus.

Issued Capital Stock

As of the date of this prospectus, our total capital stock was R$498,005,392.62 million, fully paid-in and divided into [—] shares, all nominative, in book-entry form and without par value, consisting of 464,482,529 common shares and [—] preferred shares, including [—] preferred shares resulting from the conversion of the Class B preferred shares into Class A preferred shares and the simultaneous renaming of the Class A preferred shares as “preferred shares” on [—], 2014, such that our capital is now composed of one single class of preferred shares.

Following this global offering, we will have a total capital of R$[—], divided into [—] shares, of which [—] will be common shares and [—] will be preferred shares. In addition to the shares to be issued in this global offering, these amounts reflect the issuance of [—] preferred shares as a result of the exercise of the Warrants (see “Capitalization” and “Dilution”).

Treasury Stock

As of the date of this prospectus, we have no shares in treasury.

Corporate Purpose

The corporate purpose of our company, as stated in our bylaws, is as follows:

• to hold direct control of Canela Investments LLC, Azul Linhas and TRIP;

• to hold direct control of other companies of any type whose corporate purpose is one of more of the following:

• operating national or international passenger, cargo or postal air transportation services under concessions granted by the competent authorities;

• operating activities incidental to passenger, cargo, and postal air transportation;

• carrying out aircraft, engine and other maintenance and repair services, whether for ourselves or for or third parties;

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• providing hangar space for aircraft services;

• providing ground handling services, catering, and aircraft cleaning services;

• acquiring or renting aircraft or related assets;

• the marketing and advertising of the activities listed above; and

• other activities incidental or related to the foregoing.

Shareholders’ Agreement

General

On August 15, 2012, our principal shareholder David Neeleman entered into an Investment Agreement with TRIP’s Former Shareholders, which provides TRIP’s Former Shareholders with certain rights related to the control of our company. The agreement provides that upon the effectiveness of an initial public offering, we and our shareholders will be obligated in connection therewith to execute an agreed form of Shareholders’ Agreement that is attached to the Investment Agreement, which shall become effective at such time. Pursuant to the form of Shareholders’ Agreement that has been agreed to by us and our shareholders, the agreement, once it comes into effect, will remain in effect until the earlier of twenty years as of the date of its execution or such time as TRIP’s Former Shareholders together hold less than 5% of our common shares. For purposes of the discussion below, we refer to Mr. Neeleman and TRIP’s Former Shareholders together as the Principal Common Shareholders. All common shares held by the Principal Common Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in future, are subject to the Shareholders’ Agreement.

Under the Shareholders’ Agreement, for as long as TRIP’s Former Shareholders collectively hold at least 5% of our common shares, a majority of Trip’s Former Shareholders is required in order to approve any changes to the following provisions of our bylaws:

• the quorum necessary for board of directors’ meetings;

• the scope of authority of our board of directors;

• the notice requirement for meetings of our board of directors;

• the composition of the board and limitations on the authority of the board; and

• the total number of members of our board of directors (currently, our bylaws require that there be 10 members at all times).

Notwithstanding the above, a majority of Trip’s Former Shareholders is not necessary to approve an amendment that increases the size of our board of directors if Trip’s Former Shareholders are guaranteed representation proportional to that which they had before such amendment.

Election of Board Members by David Neeleman

For so long as TRIP’s Former Shareholders have the right to elect one or more directors pursuant to the mechanisms described above, David Neeleman may dismiss any board member appointed by TRIP’s Former Shareholders if, after that director assumed office, any conflict of interest arises between that director and us, provided that Mr. Neeleman may not dismiss Décio Luiz Chieppe, Renan Chieppe or José Mário Caprioli dos Santos. In addition, Mr. Neeleman may elect, dismiss, and replace all the remaining members of our board of directors and their alternates.

A person who has a relationship (including as an investor, manager, executive, employee, consultant or representative) with any of our competitors or their subsidiaries may not serve as a member of our board, unless the competitor or its subsidiary is one of our shareholders or an affiliate of a shareholder.

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Of the board members who may be appointed by Mr. Neeleman, at least two must be independent directors, and at least one must be nominated by the shareholder who holds the largest number of our preferred shares at the time. If such shareholder is unable to or fails to nominate a director, then the shareholder holding the second largest number of our preferred shares may make the nomination and so on.

Election of Board Members by TRIP’s Former Shareholders

The Shareholders’ Agreement provides that all the Principal Common Shareholders must vote in favor of electing directors as follows:

• so long as TRIP’s Former Shareholders collectively hold 20% or more of our common shares, they may appoint three directors, along with their alternates, and may dismiss or replace any of those three directors;

• if TRIP’s Former Shareholders collectively hold between 10% and 20% of our common shares, they may appoint two directors, along with their alternates, and may dismiss or replace both of those directors; and

• if TRIP’s Former Shareholders collectively hold between 5% and 10% of our common shares, they may appoint one director, plus an alternate, and may dismiss or replace such director.

Transfers of Shares

The tag-along right and right of first offer described below do not apply to transfers of common shares to affiliates of the Principal Common Shareholders. In addition, all transfers of the Principal Common Shareholders’ common shares require prior approval from ANAC.

Tag-Along Rights

If Mr. Neeleman intends to sell any of his common shares to a third party, he must give TRIP’s Former Shareholders an opportunity (i) to participate in the sale on the same terms and (ii) to sell an equivalent amount of common shares so that the proportion of common shares between Mr. Neeleman and TRIP’s Former Shareholders remains the same. TRIP’s Former Shareholders must give Mr. Neeleman the same opportunity if they intend to sell any of their common shares.

Rights of First Offer

If Mr. Neeleman intends to sell any common shares but would still retain, after such sale, the controlling majority of 50% plus one of our common shares, he must first offer those shares to TRIP’s Former Shareholders before offering them to any third party. His offer to TRIP’s Former Shareholders must specify the number of common shares he intends to sell, the intended price per share, the payment conditions and any other relevant conditions. TRIP’s Former Shareholders may then purchase those shares at or above the specified terms, as described in the Shareholders’ Agreement. This requirement does not apply to any sale of common shares by Mr. Neeleman that would take his shareholding below the controlling majority.

If TRIP’s Former Shareholders wish to sell any of their common shares, they must first offer those shares to Mr. Neeleman before offering them to any third party. Their offer to Mr. Neeleman must specify the number of common shares they intend to sell, the intended price per share, the payment conditions and any other relevant conditions. Mr. Neeleman may then purchase those shares at or above the specified terms.

If either Mr. Neeleman or TRIP’s Former Shareholders, as the case may be, decline the right of first offer, the seller may pursue the intended sale to the third party at or above the price originally contemplated.

Termination

The Shareholders’ Agreement will remain in effect until the earlier of twenty years as of the date of its execution or such time as TRIP’s Former Shareholders together hold less than 5% of our common shares.

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Class B Shareholders’ Agreement

As a condition for the subscription of Class B preferred shares in our Private Placement (see “Principal and Selling Shareholders—Private Placement”), a Class B Shareholders’ Agreement was entered into by the Private Placement Investors and then-current holders of common and Class A preferred shares on December 23, 2013, or the Class B Shareholders’ Agreement. The Class B Shareholders’ Agreement provides for:

(i) restrictions on transfers of Class B preferred shares;

(ii) a commitment to call an extraordinary shareholders’ meeting and at such meeting approve the unwinding of the conversion of Class B preferred shares into preferred shares; and

(iii) a commitment to call an extraordinary shareholders’ meeting and at such meeting approve the payment of a redemption price out of net income recorded by us, or out of a capital reduction, in case we have not recorded capital reserves and profit reserves in an amount sufficient to allow the full payment of the redemption price upon the third anniversary of the closing of the Private Placement without successfully completing an initial public offering by applying the following formula:

Mandatory Redemption Price = Issue Price per Class B Preferred Share x (1+0.15)(1+0.20)(1+0.25)

The Class B Shareholders’ Agreement will terminate upon the successful completion of the global offering and the publication in Brazil of the public announcement of such initial public offering (Anúncio de Início de Distribuição Pública).

Rights of our Common and Preferred Shares

Each of our common shares entitles the holder to cast one vote at our shareholders’ meetings. Holders of our common shares that are fully paid-up may convert them into preferred shares, at the ratio of 75.0 common shares for 1.0 preferred share. However, the total number of preferred shares outstanding may never exceed 50% of our total shares.

Our preferred shares are non-voting, except with regard to certain limited matters for as long as we are listed on the Level 2 segment of BM&FBOVESPA, as described below under “—Voting Rights.”

Our preferred shares have the following additional rights as compared to our common shares:

• the right to participate in a public tender offer for control of Azul, on the same terms and conditions (taking into account the conversion ratio of 75.0 common shares to 1.0 preferred share) as are offered to our controlling shareholder;

• the right to receive, upon any liquidation of Azul, 75 times the amount of our assets attributed to each common share; and

• the right to receive dividends 75 times greater than the dividends payable on each common share, as described in the section of this prospectus entitled “Dividend Policy.”

Reimbursement and Right of Withdrawal

Under Brazilian corporate law, both “dissident shareholders” and shareholders who have no voting rights have the right to withdraw from a company and receive full reimbursement for the value of all their shares in certain circumstances. For purposes of this right of withdrawal, “dissident shareholders” include shareholders who vote against a specific resolution, as well as those who abstain from voting or fail to appear at the shareholders’ meeting. Shareholders who have no voting rights include holders of our preferred shares.

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This right of withdrawal and reimbursement arises if any of the following matters are decided upon at a shareholders’ meeting by a simple majority vote (50% plus one of the voting shares), provided that a valid quorum of shareholders are present:

1. creation of a new class of preferred shares or a disproportional increase in an existing class of preferred shares relative to other classes of shares, unless such action is provided for in or authorized by our bylaws, which is currently not the case;

2. modification to the preference, privilege or conditions for redemption or amortization granted to one or more classes of preferred shares, or the creation of a new class of preferred shares with greater privileges than the existing classes of preferred shares;

3. reduction of any mandatory dividend (although in our case, our preferred shares do not carry mandatory dividends);

4. consolidation or merger into another company;

5. participation in a group of companies (grupo de sociedades), as defined by Brazilian corporate law;

6. the transfer of all shares to another company or receipt of shares in another company, in such a way as to make the company whose shares were transferred a wholly-owned subsidiary of the other;

7. changes to our corporate purpose; or

8. a spin-off that results in (i) a change in our corporate purpose (unless the spun-off company’s assets and liabilities are transferred to a company that has substantially the same corporate purpose); (ii) a reduction in any mandatory dividend (although in our case, our preferred shares do not carry mandatory dividends); or (iii) any participation in a group of companies.

In the case of items 1. and 2. above, only holders of the class or type of shares adversely affected may exercise a right of withdrawal.

The right of withdrawal also arises if a spin-off or merger occurs but the new company fails to register as a public stock corporation (and, if applicable, fails to list its shares on the stock exchange) within 120 days of the date of the shareholders’ meeting that approved the spin-off or merger.

In the event that our shareholders approve any resolution for us to:

• consolidate or merge with another company;

• transfer all our shares to another company or acquire all the shares of another company; or

• become part of a group of companies,

then any dissident shareholder or holder of preferred shares may exercise a right of withdrawal, but only if that shareholder’s class of shares fails to satisfy certain liquidity tests at the time of the shareholders’ meeting approving the merger, acquisition, sale or consolidation.

The right of withdrawal expires 30 days after publication of the minutes of the shareholders’ meeting that approved the relevant event. In addition, any resolution regarding items 1. or 2. above requires ratification by the majority of shareholders holding preferred shares at a special shareholders’ meeting to be held within one year. In such cases, the 30-day deadline begins on the date of publication of the minutes of the special shareholders’ meeting. If we were to believe that the exercise of withdrawal rights would be prejudicial to our financial stability, we would have ten days after the expiration of that 30-day deadline to reconsider the resolution that triggered the withdrawal rights.

Brazilian corporate law provides that in order for any withdrawal rights to be exercised, any shares to be withdrawn and redeemed must have a value greater than the book value per share, calculated by reference to the

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latest balance sheet approved at a shareholders’ meeting. If more than 60 days have passed since the date of that balance sheet, the shareholders wishing to exercise the withdrawal right may request a new valuation.

The sale of our controlling stake in Azul Linhas to a third party would be considered a change in our corporate purpose, which would give our shareholders withdrawal rights.

Capital Increases and Preemptive Rights

Each of our shareholders has preemptive rights to subscribe for any new shares that increase our share capital (and any warrants or other securities convertible into new shares) in direct proportion to the equity interest held by them. Preemptive rights may be exercised during the period up to 30 days following the publication of notice of the capital increase. If the capital increase applies in equal proportion to all existing types and classes of shares, each shareholder’s preemptive rights would apply only to the type and class of shares currently held by such shareholder. If, however, an exercise of preemptive rights would result in a change to the proportional composition of our capital stock, the preemptive rights may be exercised over the types and classes identical to those already held by the shareholders only. The preemptive rights may only extend to any other shares if necessary to ensure the shareholders receive the same proportion of our capital stock as they had prior to the increase in capital. If the shares being issued are of types and classes that are different from the existing shares, each shareholder may exercise preemptive rights (in proportion to the shares currently held) over all the types and classes of shares being issued.

Our bylaws provide that the preemptive rights may be excluded, or the deadline for exercise may be shortened, if we issue shares (or warrants or other securities convertible into new shares) through a public offering or a sale on a stock exchange, or by means of an exchange for shares in a public tender offer or acquisition of control.

In addition, the grant of options to purchase shares under stock option plans does not give rise to preemptive rights.

Voting Rights

Each of our common shares entitles the holder to cast one vote at our shareholders’ meetings. Our preferred shares have no voting rights, except with regard to the following matters for as long as we are listed on the Level 2 segment of BM&FBOVESPA:

• any direct conversion, consolidation, spin-off or merger of Azul;

• approval of any agreement between our company and our controlling shareholder(s) or parties related to the controlling shareholder, to the extent that Brazilian corporate law or our bylaws require that the agreement be submitted to the approval of a general shareholders’ meeting;

• the valuation of any assets to be contributed to our company in payment for shares issued in a capital increase;

• the appointment of an expert to ascertain the value our shares in connection with (i) a mandatory tender offer; (ii) a delisting and deregistration transaction; or (iii) any decision to cease to adhere to the requirements of the Level 2 segment of BM&FBOVESPA;

• any change in, or the revocation of, provisions of our bylaws that results in the violation of certain requirements of the Level 2 segment of BM&FBOVESPA, as summarized in the “Market Information” section of this prospectus;

• any change in, or the revocation of, provisions of our bylaws that amends or modifies any of the requirements provided for in (i) Paragraph Nine of Article 5 (restricted voting rights attached to preferred shares), (ii) Paragraph Two of Article 12 (compensation of officers), (iii) Paragraphs One and Three of

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Article 13 (composition of our board of directors), (iv) Paragraph Eight of Article 25 (governance of our audit committee by an independent member and powers of such governing independent member), (v) Article 27 (composition of our compensation committee), (vi) Article 28 (functions of our compensation committee), (vii) Article 29 (composition of our corporate governance committee) and (ix) Article 30 of our bylaws (functions of our corporate governance committee);

• together with common shareholders, the compensation of our management.

Under Brazilian corporate law, shares with no voting rights or restricted voting rights (which would include our preferred shares) carry unrestricted voting rights in the event the company fails, for three consecutive years, to pay any mandatory dividends to which the shares are entitled.

Brazilian corporate law also provides that any change in the rights of preferred shareholders, or any creation of a class of preferred shares with greater privileges than the existing preferred shares, must be approved by the holders of common shares at a shareholders’ meeting. Any such approval only becomes legally effective once it has been ratified by the majority of shareholders holding preferred shares at a special shareholders’ meeting.

Under Brazilian corporate law, holders of our preferred shares (with no voting rights or restricted voting rights) representing at least 10% of our total capital stock have the right to elect one member of our board of directors. Preferred shareholders have the right to elect two members of our board of directors in a separate voting process, pursuant to our bylaws. In addition, minority shareholders whose holding of our common shares represents at least 15% of our total voting capital stock have the right to elect one director in a separate voting process. Holders of preferred shares and common shares that represent 10% of the total share capital may combine their holdings in order to benefit from these rights.

In addition, Brazilian corporate law provides that the following rights of shareholders may not be altered either in the bylaws or by shareholders’ resolutions:

• the right of holders of common shares to vote at general shareholders’ meetings;

• the right to participate in the distribution of dividends and interest paid on our capital, and to share in our remaining assets in case of liquidation;

• the right to subscribe for shares (or securities convertible into shares) in the circumstances summarized above; and

• the withdrawal rights summarized above.

Rights other than these unalterable rights may be granted or excluded in the bylaws or by shareholders’ resolutions.

Shareholders’ Meetings

Our board of directors has the power to call shareholders’ meetings. Notice of shareholders’ meetings must be published at least three times in the Diário Oficial do Estado de São Paulo, the official newspaper of the state of São Paulo, and in a second newspaper of general circulation (currently Valor Econômico). Our shareholders’ meetings are held at our headquarters, in the city of Barueri, state of São Paulo. Shareholders attending a shareholders’ meeting must produce proof of their status as shareholders and proof that they hold the shares entitling them to vote.

For a summary of how a holder of ADSs may receive information regarding and attend shareholders’ meetings, see the section of this prospectus entitled “Description of American Depositary Shares.”

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Anti-Takeover Provisions

Differently from companies incorporated under the laws of the State of Delaware, the majority of Brazilian publicly-held companies do not employ “poison pill” provisions to prevent hostile takeovers. As most Brazilian companies have clearly identified controlling shareholders, hostile takeovers are rare and thus no developed body of case law addresses the limits on the ability of management to prevent or deter potential hostile bidders. Brazilian corporate law, Level 2 BM&FBOVESPA rules and our by-laws require any party that acquires our control to extend a tender offer for common and preferred shares held by non-controlling shareholders at the same purchase price paid to the controlling shareholder. In addition, any shareholder whose equity interest reaches 30% of our outstanding common shares, or the Relevant Shareholding Level must effect a tender offer for all our outstanding common shares, preferred shares and instruments convertible to our common shares or preferred shares, under the terms of the Self-Regulation Code for Mergers and Acquisitions, or the Code, issued by the Mergers & Acquisitions Committee—CAF, or CAF, which code we adhere to (see “—Mergers and Acquisitions Committee (CAF)”). The price to be offered for our common shares in the tender offer will be the highest price paid for our common shares by the offer or during the twelve months prior to the day when the holder reached the Relevant Shareholding Level, adjusted for certain relevant corporate events such as dividends payments and stock splits. The price to be offered for each of our preferred shares and instruments convertible to our common shares in the tender offer will be a price 75 times higher than the price offered for each of our common shares. For more information on CAF, see “—Mergers and Acquisitions Committee (CAF)”.

Principal Differences between Brazilian and U.S. Corporate Governance Practices

We are subject to the NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are considerably different to the standards applicable to U.S. listed companies. Under the NYSE rules, we are required only

• to have an audit committee or audit board that meets certain requirements, pursuant to an exemption available to foreign private issuers, as discussed below;

• to provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules; and

• to provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies.

A summary of the significant differences between our corporate governance practices and those required of U.S. listed companies is included below.

Majority of Independent Directors

The NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria, including the absence of a material relationship between the director and the listed company. Under the listing standards of Level 2 segment of BM&FBOVESPA, our board of directors must have at least five members, at least 20% of which must be independent. Also, Brazilian corporate law and the CVM have established rules that require directors to meet certain qualification requirements and that address the compensation and duties and responsibilities of, as well as the restrictions applicable to, a company’s executive officers and directors. While our directors meet the qualification requirements of Brazilian corporate law and the CVM, we do not believe that a majority of our directors would be considered independent under the NYSE test for director independence. Brazilian corporate law requires that our directors be elected by our shareholders at a shareholders’ meeting.

Executive Sessions

NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management present. Brazilian corporate law does not have a similar provision. According to Brazilian

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corporate law, up to one-third of the members of the board of directors can be elected to officer positions. Our president, David Neeleman, is a member of our board of directors. As a result, the non-management directors on our board do not typically meet in executive session.

Nominating committee, corporate governance committee and compensation committee

NYSE rules require that listed companies have a nominating/corporate governance committee and a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities—although as a company the majority of whose voting shares are held by another group, we would not be required to comply with this rule. The responsibilities of the nominating/corporate governance committee include, among other things, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to the company. The responsibilities of the compensation committee, in turn, include, among other things, reviewing corporate goals relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance, approving the chief executive officer’s compensation levels and recommending to the board compensation of other executive officers, incentive compensation and equity-based plans.

We are not required under applicable Brazilian corporate law to have a nominating committee, corporate governance committee and compensation committee. Aggregate compensation for our directors and executive officers is established by our common and preferred shareholders at annual shareholders’ meetings, and our directors at board of directors’ meeting are required to determine the allocation of the aggregate compensation among their members and the officers.

Audit Committee and Audit Committee Additional Requirements

NYSE rules require that listed companies have an audit committee that:

• is composed of a minimum of three independent directors who are all financially literate;

• meets the SEC rules regarding audit committees for listed companies;

• has at least one member who has accounting or financial management expertise, and

• is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities.

The audit committee is elected by the board of directors.

Within one year following the completion of this global offering, we expect that all members of our audit committee will either satisfy requirements of the SEC and NYSE applicable to U.S. audit committees or will qualify with the Rule 10A-3 exemption.

Shareholder Approval of Equity Compensation Plans

NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, with limited exceptions. Under Brazilian corporate law, all stock option plans must be submitted for approval by the holders of our common shares. In addition, any issuance of new shares that exceeds our authorized share capital is subject to approval by holders of our common shares at a shareholders’ meeting.

Corporate Governance Guidelines

NYSE rules require that listed companies adopt and disclose corporate governance guidelines. We comply with the corporate governance guidelines under applicable Brazilian law and the Level 2 segment of

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BM&FBOVESPA. We believe the corporate governance guidelines applicable to us under Brazilian law are consistent with the NYSE guidelines. We have adopted and observe the Policy of Material Fact Disclosure, which deals with the public disclosure of all relevant information as per CVM’s Instruction No. 358 guidelines, and the Policy on Trading of Securities, which requires management to disclose all transactions relating to our securities, and which is required under Level 2 segment of BM&FBOVESPA.

Code of Business Conduct and Ethics

NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Applicable Brazilian law does not have a similar requirement.

We adopted a Code of Ethics on in May 2009, which regulates the conduct of our managers in connection with the disclosure and control of financial and accounting information and their access to privileged and non-public information. Our Code of Ethics complies with the requirements of the Sarbanes-Oxley Act of 2002 and the NYSE rules.

Internal Audit Function

NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control.

Our internal auditing department works independently to conduct methodologically structured examinations, analysis, surveys and fact finding to evaluate the integrity, adequacy, effectiveness, efficiency and economy of the information systems processes and internal controls related to our risk management. The internal auditing department reports continually to our board of directors and audit committee and its activities are directly supervised by our audit committee, which acts under our board of directors, and is monitored by our audit and operational risk management superior committee. In carrying out its duties, the internal auditing department has access to all documents, records, systems, locations and people involved with the activities under review.

Mergers & Acquisitions Committee (CAF)

On January 21, 2014, we entered into an agreement to adhere to the Self-Regulation Code for Mergers and Acquisitions Code, issued by CAF established by the Association of Capital Markets and Investors and the Brazilian Institute of Corporate Governance, so that our company, shareholders, directors, fiscal council members and members of any other entity with technical or consultative functions created by statutory provision will have to respect the principles and rules of the Code and comply with the decisions that may be taken by CAF under the Code in respect of all tender offers, takeovers, stock takeovers, mergers or spin-offs in connection with a takeover.

The rights of any shareholder who fails to comply with the Code may be suspended pursuant to a decision of the shareholders at the Annual General Meeting, including the right of the non-compliant shareholder to vote.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

Deutsche Bank Trust Company Americas, as depositary, will register and deliver the ADSs. Each ADS will represent ownership of [—] preferred share[s], in registered form, including evidence of rights to receive such shares, deposited with the office of Deutsche Bank S.A. – Banco Alemão, as custodian for the depositary. Each ADS will also represent ownership of any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005, USA.

The preferred shares are listed for trading on the Level II listing segment of the São Paulo Stock Exchange (BM&FBOVESPA S.A.—Bolsa de Valores, Mercadorias e Futuros), or the BM&FBOVESPA, and the ADS are to be listed for trading on the New York Stock Exchange.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

We will not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Brazilian law governs shareholder rights. The depositary will be the holder of the preferred shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. For directions on how to obtain copies of those documents, see “Where You Can Find Additional Information.”

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on preferred shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of preferred shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our preferred shares) set by the depositary with respect to the ADSs.

• Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the preferred shares or any net proceeds from the sale of any preferred shares, rights, securities or

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other entitlements under the terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If such conversions or transfers are not possible or lawful or if any government approval or license is needed and cannot be obtained or otherwise sought, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders.

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

• Shares. For any preferred shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such preferred shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional preferred shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell preferred shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed preferred shares sufficient to pay its fees and expenses in connection with that distribution.

• Elective Distributions in Cash or Shares. If we offer holders of our preferred shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must first timely instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practical to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the preferred shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing preferred shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of preferred shares.

• Rights to Purchase Additional Shares. If we offer holders of our preferred shares any rights to subscribe for additional shares, the depositary shall, having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will sell the rights and distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for preferred shares (rather than ADSs).

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U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of preferred shares or be able to exercise such rights.

• Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the conditions above are not met, the depositary will sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.

The depositary is not responsible if it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if we and the depositary determine that it is illegal or not practicable for us or the depositary to make them available to you.

Deposit, Withdrawal and Cancellation

Which shares shall be accepted for deposit?

No preferred shares shall be accepted for deposit unless accompanied by confirmation or such additional evidence, if any is required by the depositary, that is reasonably satisfactory to the depositary or the custodian that all conditions to such deposit have been satisfied by the person depositing such preferred shares under the laws and regulations of Brazil and any necessary approval has been granted by the Brazilian National Securities Commission (Comissão de Valores Mobiliários), or the CVM, the Central Bank of Brazil (Banco Central do Brasil) or any governmental body in Brazil, if any, which is then performing the function of the regulator of currency exchange.

The depositary shall not be required to accept for deposit or maintain on deposit with the custodian (a) any fractional preferred shares or fractional deposited securities, or (b) any number of preferred shares or deposited securities which, upon application of the ratio of ADSs to deposited securities, would give rise to fractional ADSs.

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposit preferred shares or evidence of rights to receive preferred shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.

How do ADS holders cancel an ADS?

You may turn in your ADSs at the depositary’s corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the preferred shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian.

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How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

You may instruct the depositary to vote the preferred shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the preferred shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the preferred shares. Our preferred shares have limited voting rights. See “Description of Capital Stock—Voting Rights.”

Upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the preferred shares or other deposited securities represented by such holder’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of preferred shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The depositary will try, as far as practical, subject to the laws of Brazil and the provisions of our bylaws and other constitutive documents, to vote or to have its agents vote the preferred shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct. Preferred shares or other deposited securities represented by ADSs for which no specific voting instructions are received by the depositary from the ADS holder shall not be voted. Without limiting any of the foregoing, to the extent the Depositary does not receive voting instructions from ADS holders, the Depositary will take such actions as are necessary, upon our written request and subject to applicable law and the terms of the Deposited Securities, to cause the amount of shares represented by ADSs of those ADS holders to be counted for the purpose of satisfying applicable quorum requirements.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the preferred shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our preferred shares.

The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the preferred shares underlying your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted on a timely manner.

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Compliance with Regulations

Information Requests

Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Brazilian law, any applicable law of the United States of America, the rules and requirements of BM&FBOVESPA, our bylaws and other constitutive documents, any resolutions of our board of directors adopted pursuant to such bylaws, the requirements of any markets or exchanges upon which the preferred shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Brazil, our bylaws and other constitutive documents, and the requirements of any markets or exchanges upon which the ADSs, ADRs or preferred shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs or preferred shares may be transferred, to the same extent as if such ADS holder or beneficial owner held preferred shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.

Disclosure of Interests

Each ADS holder and beneficial owner shall comply with our requests pursuant to Brazilian law, the rules and requirements of the CVM and BM&FBOVESPA, and any other stock exchange on which the preferred shares are, or will be, registered, traded or listed or our bylaws and other constitutive documents, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.

Delivery of Information to the CVM, the Central Bank of Brazil and BM&FBOVESPA

The depositary, the custodian and we shall comply with Brazil’s Monetary Council Resolution No. 1,927, dated as of May 18, 1992, in its third article, paragraph three, of the Regulation Annex V, as amended, and shall furnish to the CVM, the Central Bank of Brazil and the BM&FBOVESPA, whenever required, information or documents related to the approved ADR program, the deposited securities and distributions thereon. The depositary and the custodian may release such information or documents and any other information as required by local regulation, law or regulatory body request. In the event that the depositary or the custodian shall be advised in writing by reputable independent Brazilian counsel that the depositary or the custodian reasonably could be subject to criminal, or material, as reasonably determined by the depositary, civil liabilities as a result of us having failed to provide such information or documents reasonably available only through us, the depositary shall have the right to terminate the deposit agreement, upon at least 60 days’ prior written notice to the ADS holders and us.

Ownership Restrictions

By holding ADRs, ADSs or interests therein, ADS holders (other than Cede & Co. or any other nominee of DTC) and beneficial owners agree to notify us in writing at such time as they, either alone or together with their affiliates, own or otherwise control such number of ADSs that, either alone or together with any preferred shares owned directly or indirectly by such ADS holders or beneficial owners or their affiliates, as equals or exceeds five percent (5%) of any class of our shares and thereafter to notify us in writing of any change in the number of ADSs or preferred shares they or their affiliates own or control. We reserve the right to instruct ADS holders and beneficial owners who provide such notices to deliver their ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal directly with them as holders of preferred shares and ADS holders and beneficial owners agree to comply with such instructions.

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Reporting Obligations and Regulatory Approvals

Applicable laws and regulations, including those of the Central Bank of Brazil, the CVM, the BM&FBOVESPA and the Level II listing segment may require ADS holders and beneficial owners of preferred shares, including the ADS holders and beneficial owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. ADS holders and beneficial owners of ADSs are solely responsible for complying with such reporting requirements and obtaining such approvals.

Fees and Expenses

As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):

Service	Fees
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property	Up to US$0.05 per ADS issued
Cancellation of ADSs, including the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions	Up to US$0.02 per ADS held
Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights	Up to US$0.05 per ADS issued
Depositary operation and maintenance services	Up to US$0.02 per ADS held

As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:

• Fees for the transfer and registration of preferred shares charged by the registrar and transfer agent for the preferred shares in Brazil (i.e., upon deposit and withdrawal of preferred shares).

• Expenses incurred for converting foreign currency into U.S. dollars.

• Expenses for cable, telex and fax transmissions and for delivery of securities.

• Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when preferred shares are deposited or withdrawn from deposit).

• Fees and expenses incurred in connection with the delivery or servicing of preferred shares on deposit.

• Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to preferred shares, deposited securities, ADSs and ADRs.

• Any applicable fees and penalties thereon.

The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or

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uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

The depositary has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us certain fees payable to the depositary by holders of ADSs. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs and (iii) our reimbursable expenses related to the program are not known at this time.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable, or which become payable, on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for you. Your obligations under this paragraph shall survive any transfer of ADRs, any surrender of ADRs and withdrawal of deposited securities or the termination of the deposit agreement.

Each ADS holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by us (including as a result of the execution of any symbolic foreign exchange transaction (operação simbólica de câmbio)) related to or as a result of a deposit of preferred shares and/or withdrawal or sale of deposited securities by such ADS holder. Each ADS holder will be responsible for the report of any false information relating to foreign exchange transactions to the custodian or the Central Bank of Brazil, as the case may be, in connection with deposits or withdrawals of deposited securities.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
Change the nominal or par value of our preferred shares	The cash, shares or other securities received by the depositary will become deposited securities.
Reclassify, split up or consolidate any of the deposited securities	Each ADS will automatically represent its equal share of the new deposited securities.
Distribute securities on the preferred shares that are not distributed to you	The depositary may distribute some or all of the cash, shares or other securities it received.
Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action	It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities

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Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary within 90 days. In such case, the depositary must notify you at least 30 days before termination.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver preferred shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. At any time after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the depositary’s only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary thereunder. The obligations of ADS holders and beneficial owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by to the depositary for cancellation under the terms of the deposit agreement and the ADS holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office at all reasonable times but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.

The depositary will maintain facilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

These facilities may be closed at any time or from time to time, when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable request.

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Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary and the custodian. We, the depositary and the custodian:

• are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

• are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our bylaws or other constituent documents or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure);

• are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our bylaws or other constituent documents or provisions of or governing deposited securities;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement;

• are not liable for any indirect, special, consequential or punitive damages for any breach of the terms of the deposit agreement;

• may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

• disclaim any liability for any action or inaction of any of us or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel;

• disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADSs; and

• are not liable for any action or failure to act by any ADS holder relating to the ADS holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in Brazil in respect of a withdrawal or sale of deposited securities, including, without limitation, any failure to comply with a requirement to register such investment pursuant to the terms of any applicable Brazilian law or regulation prior to such withdrawal or any failure to report foreign exchange transactions to the Central Bank of Brazil, as the case may be.

The depositary and any of its agents also disclaim any liability (i) with respect to Brazil’s system of share registration and custody, including any liability in respect of the unavailability of deposited securities (or any distribution in respect thereof), (ii) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (iii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iv) any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, (v) for any tax consequences that may result from ownership of ADSs, preferred shares or deposited securities, or (vi) for any acts or omissions made by a successor depositary.

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In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will issue, deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of preferred shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any preferred shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) regulations it may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents.

The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.

Your Right to Receive the Shares Underlying Your ADSs

You have the right to cancel your ADSs and withdraw the underlying preferred shares at any time except:

• when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of preferred shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our preferred shares;

• when you owe money to pay fees, taxes and similar charges;

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of preferred shares or other deposited securities; or

• other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

The depositary shall not knowingly accept for deposit under the deposit agreement any preferred shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such preferred shares.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying preferred shares. This is called a pre-release of the ADSs. The depositary may also deliver preferred shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying preferred shares are delivered to the depositary. The depositary may receive ADSs instead of preferred shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer (a) owns the preferred shares or ADSs to be deposited, (b) assigns all beneficial rights, title and interest in such preferred shares or ADSs to the depositary for the benefit of the owners, (c) will not take any action with respect to such

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preferred shares or ADSs that is inconsistent with the transfer of beneficial ownership, (d) indicates the depositary as owner of such preferred shares or ADSs in its records, (e) unconditionally guarantees to deliver such preferred shares or ADSs to the depositary or the custodian, as the case may be, and (f) agrees to any additional restrictions or requirements that the depositary deems appropriate; (2) the pre-release is fully collateralized with cash, United States government securities or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. Each pre-release is subject to further indemnities and credit regulations as the depositary considers appropriate. In addition, the depositary will normally limit the number of ADSs that may be outstanding at any time as a result of pre-release to 30% of the aggregate number of ADSs then outstanding, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

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MARKET INFORMATION

Prior to this global offering, there has been no public market for our preferred shares, including in the form of ADSs. Among the factors considered in determining the offering price were the result of the bookbuilding process, our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets in Brazil and the United States, including current market valuations of publicly traded companies considered comparable to our company. Our preferred shares, including in the form of ADSs, will constitute a new class of securities with no established trading market. Therefore, we cannot assure you that an active trading market will develop for our preferred shares, including in the form of ADSs, or that our preferred shares, including in the form of ADSs, will trade in the public market subsequent to the offering at or above the initial public offering price. Each ADS will represent [—] preferred shares. We have applied to list the ADSs for trading on the NYSE under the symbol [—] and the preferred shares for trading on the BM&FBOVESPA under the symbol [—]. Trading of the ADSs on the New York Stock Exchange is expected to commence on the day following the date of the final prospectus related to this global offering; trading of the preferred shares is expected to commence on the BM&FBOVESPA on the second day following the date of the final prospectus related to this global offering.

See “Risk Factors—Risks Relating to the Global Offering and Our Preferred Shares, including in the Form of ADSs,” “Management,” “Description of Capital Stock” and “Description of American Depositary Shares.” Our preferred shares will not be registered with the SEC or any other governmental agency outside Brazil.

Regulation of Brazilian Securities Markets

Pursuant to Brazilian Securities Law and Brazilian corporate law, the Brazilian securities market is regulated and supervised by the CMN, which has general authority over the stock exchanges and securities markets. The CMN regulates and supervises the activities of the CVM and has, among other powers, licensing authority over brokerage firms and also regulates foreign investment and foreign exchange transactions, according to the provisions of the Brazilian Securities Law and Law No. 4,595, dated December 31, 1964, as amended. These laws and other rules and regulations together set the requirements for disclosure of information applying to issuers of securities listed on stock exchanges, the criminal penalties for insider trading and price manipulation, the protection of minority shareholders, licensing procedures, supervision of brokerage firms, and governance of the Brazilian stock exchanges.

Pursuant to Brazilian corporate law, a company may be publicly-held and listed or closely held and unlisted. All listed companies are registered with the CVM and are subject to periodic reporting requirements and disclosure of material events. A company registered with the CVM is authorized to trade its securities on the BM&FBOVESPA or on the Brazilian over-the-counter market. Shares listed on the BM&FBOVESPA may not be simultaneously traded on Brazilian over-the-counter markets. Trading on the over-the-counter market implies direct off-stock exchange trades between investors through a financial institution registered with the CVM. No special application, other than registration with the CVM (and for organized over-the-counter markets, with the relevant over-the-counter market), is necessary for securities of a publicly-held company to be traded on the over-the-counter market. Listing on the BM&FBOVESPA requires a company to apply for registration with the BM&FBOVESPA and the CVM.

These laws and regulations provide for, among other things, licensing and oversight of brokerage firms, governance of the Brazilian stock exchanges, disclosure requirements applicable to issuers of traded securities, restrictions on price manipulation and protection of minority shareholders. They also provide for restrictions on insider trading.

The Brazilian over-the-counter market consists of direct trades between individuals in which a financial institution registered with the CVM serves as intermediary.

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Trading on the BM&FBOVESPA

In 2000, the BM&FBOVESPA was reorganized through the execution of memoranda of understanding by the Brazilian stock exchanges. Under these memoranda, all securities are now traded only on the BM&FBOVESPA, with the exception of electronically traded public debt securities and privatization auctions, which are traded on the Rio de Janeiro Stock Exchange. The other regional stock exchanges develop markets and provide services to local businesses.

The BM&FBOVESPA trading sessions are conducted from 10:00 am to 5:30 pm, or from 11:00 am to 6:30 pm during daylight saving time in Brazil, in an automated system known as Megabolsa. The BM&FBOVESPA also permits trading from 6:00 pm to 7:30 pm, or from 7:00 pm to 8:30 pm during daylight saving time in Brazil, in an online system known as “after market,” which is connected to traditional and on-line brokers. “After market” trading is subject to regulatory limits on price volatility and on the volume of shares transacted by on-line brokers.

Sales of shares on the BM&FBOVESPA are settled within three business days after the trading date, with no adjustments for inflation. Generally, the seller is expected to deliver the shares to the BM&FBOVESPA on the third business day after the trading date. Delivery and payment of the shares are made through the BM&FBOVESPA.

For a more efficient control of volatility of the BOVESPA Index, the BM&FBOVESPA has adopted a circuit breaker system that suspends trading for 30 minutes to one hour if the BOVESPA Index falls below the limits of 10% and 15%, respectively, compared with the level at the close of trading on the preceding trading daily session. If the BOVESPA Index falls below the limit of 20%, the BM&FBOVESPA may suspend trading for a period of time to be defined by it at the time of such fall.

Corporate Governance Practices and the Level 2 segment of BM&FBOVESPA

In 2000, the BM&FBOVESPA introduced three special listing segments, known as Level 1, Level 2 and the Novo Mercado, aiming at fostering a secondary market for securities issued by Brazilian companies with securities listed on the BM&FBOVESPA by prompting such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by applicable Brazilian law. Our securities will be listed on the Level 2 segment of BM&FBOVESPA, whose elements are described below:

To become a Level 2 segment of BM&FBOVESPA company, in addition to the obligations imposed by applicable law, an issuer must comply with the following rules: (1) ensure that shares of the issuer representing at least 25% of its total capital are effectively available for trading; (2) adopt offering procedures that favor widespread ownership of shares whenever making a public offering; (3) comply with minimum quarterly disclosure standards; (4) follow stricter disclosure policies with respect to transactions made by controlling shareholders, members of its board of directors, its executive officers and, if applicable, members of its fiscal council (conselho fiscal) and other technical or consulting committees involving securities issued by the issuer; (5) submit any existing shareholders’ agreement and stock option plans to the BM&FBOVESPA; (6) make a schedule of corporate events available to shareholders; (7) grant tag-along rights for all shareholders in connection with a transfer of control of the company offering the same price paid per share of controlling block for each common share and preferred share; (8) grant voting rights to holders of preferred shares, at least in connection with the following matters: (a) transformation, merger, consolidation or spin-off of the Company; (b) execution of any agreement between the Company and its controlling shareholder, acting directly or through any third party, in the event such agreement must be approved by a shareholders’ meeting, as provided by law or in the bylaws of the Company; (c) valuation of assets to be contributed to the capital stock of the Company in a capital increase; (d) appointment of the valuation company or institution that will determine the economic value of the Company; and (e) amendments or exclusions of bylaw provisions which eliminate or modify any of the

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matters above; (9) have a board of directors consisting of at least five members out of which a minimum of 20% of the directors must be independent and limit the term of all members to two years, reelection permitted; (10) not name the same individual from being both chairman of the board and the president, chief executive officer or other principal executive, observing the exceptions provided on corporate governance Level 2 segment of BM&FBOVESPA listing regulation; (11) translate into English its annual and quarterly consolidated and unconsolidated financial statements; (12) if it elects to delist from the Level 2 segment of BM&FBOVESPA, conduct a tender offer by the company’s controlling shareholder (the minimum price of the shares to be offered will be the economic interest determined by an independent specialized firm with requisite experience); (13) adhere exclusively to the Market Arbitration Chamber for resolution of disputes between the company and its investors relating to or derived from the enforceability, validity, applicability, interpretation, breach and its effects, of the provisions of the Brazilian corporate law, the Company’s bylaws, the rules published by the CMN, the Central Bank, the CVM, and other rules applicable to the Brazilian capital markets in general, including the Level 2 rules, the Level 2 listing agreement, the Level 2 sanctions regulation and the rules of the Market Arbitration Chamber of the BM&FBOVESPA; and (14) adopt and publish a code of conduct that establishes the principles and values that guide the company.

The trading of securities on the BM&FBOVESPA may be suspended under certain circumstances, including as a result of the disclosure of material information.

Investment in Our Preferred Shares By Non-residents Outside Brazil

Resolution No. 2,689

Investors residing outside Brazil, including institutional investors, are authorized to purchase equity instruments, including our preferred shares, on the BM&FBOVESPA provided that they comply with the registration requirements set forth in Resolution No. 2,689 of the CMN, as amended, or Resolution 2,689, and CVM Instruction No. 325, as amended.

With certain limited exceptions, Resolution 2,689 investors are permitted to carry out any type of transaction in the Brazilian financial market involving a security traded on a stock exchange, futures exchange or organized over-the-counter market licensed by CVM. Investments and remittances outside Brazil of gains, dividends, profits or other payments under our shares are made through the commercial exchange rate market.

In order to become a Resolution 2,689 investor, an investor residing outside Brazil must:

• Fill out the application form attached to Resolution 2,689;

• appoint a representative in Brazil with powers to take actions relating to the investment;

• appoint an authorized custodian in Brazil for the investments, which must be a financial institution duly authorized by the Central Bank and the CVM;

• through its representative, register itself as a foreign investor with the CVM and the investment with the Central Bank; and

• register its investment with Central Bank and obtain a tax payer identification number from the Brazilian tax authorities.

Securities and other financial assets held by foreign investors pursuant to Resolution 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. See “Taxation—Brazilian Tax Considerations.” In addition, securities trading by foreign investors under Resolution 2,689 is generally restricted to transactions involving securities listed on the Brazilian stock exchanges or traded in organized over-the-counter markets licensed by the CVM.

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Law No. 4,131

Alternatively, foreign investors may also invest directly in Brazilian companies (e.g., through the establishment of a branch or a foreign company) under Law No. 4,131, as amended, and may sell their shares both in private and open market transactions. However, these investors are subject to a less favorable tax treatment than Resolution 2,689 investors. A direct foreign investor under Law No. 4,131 must:

• register as a foreign direct investor with the Central Bank;

• obtain a tax payer identification number from the Brazilian tax authorities;

• appoint a tax representative in Brazil;

• appoint an agent for service of process in Brazil.

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DIVIDEND POLICY

Amounts Available for Distribution

According to Brazilian corporate law and our bylaws, our board of directors makes a recommendation to the annual shareholders’ meeting regarding the allocation of our net income for the preceding fiscal year, and the shareholders’ meeting decides upon the allocation.

Brazilian corporate law defines “net income” as the results for the fiscal year after deducting accrued losses, the provisions for income and social contribution taxes for that year and any amounts allocated to profit sharing payments to employees and management. Management is only entitled to any profit sharing payment, however, after the shareholders are paid the mandatory dividend referred to below.

Reserve Accounts

Companies incorporated under Brazilian law generally have two main reserve accounts: a profit reserve account and a capital reserve account.

Profit Reserves

Profit reserves consist of a legal reserve, statutory reserve, contingency reserve, retained profit reserve and unrealized profit reserve, as described below.

The combined balance of our profit reserve accounts (other than the contingency reserve and the unrealized profits reserve) may not exceed our capital stock. If the balance does exceed capital stock, the shareholders’ meeting must decide whether to use the excess to pay in subscribed but unpaid capital, to increase our share capital, or to pay dividends.

Legal Reserve

Brazilian corporate law requires us to maintain a legal reserve to which we must allocate 5.0% of our net income for each fiscal year until the aggregate amount of the reserve equals 20.0% of our capital stock. However, we are not required to make any allocations to our legal reserve in a year in which the legal reserve, when added to our other established capital reserves, exceeds 30.0% of our capital stock. The amounts allocated to the legal reserve must be approved by our shareholders in a shareholders’ meeting, and may only be used to increase our capital stock or to offset losses. Therefore, they are not available for the payment of dividends.

Statutory Reserve

Brazilian corporate law allows us to allocate a portion of our net profits to discretionary reserve accounts established in accordance with our bylaws. As of September 30, 2014, we did not have a statutory reserve. If we establish these accounts, the bylaws must indicate the purpose, allotment criteria and maximum amount of the reserve. However, we may not allocate profits to these discretionary reserve accounts if this would affect the payment of the minimum mandatory dividend.

Contingency Reserve

Brazilian corporate law allows us to allocate a percentage of our net income to a contingency reserve for anticipated losses that are deemed probable in future years, if the amount of the losses can be estimated. Any amount so allocated must be reversed in the fiscal year in which any expected loss fails to occur as projected, or charged against in the event that the expected loss occurs. The amounts to be allocated to this reserve must be approved by our shareholders. As of September 30, 2014, our contingency reserve was zero.

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Retained Profit Reserve

Brazilian corporate law allows us to retain a portion of our net income, by a decision of our shareholders, provided that the retention is included in a capital expenditure budget that has been previously approved. The allocation of funds to this reserve cannot jeopardize the payment of the minimum mandatory dividends. As of September 30, 2014, our retained profit reserve was zero.

Unrealized Profit Reserve

Under Brazilian corporate law, the amount by which the mandatory dividend exceeds the “realized” net income in a given year may be allocated to an unrealized profit reserve account, and the mandatory dividends may be limited to the “realized” portion of the net income. Brazilian corporate law defines “realized” net income as the amount by which net income exceeds the sum of (i) our net positive results, if any, from the equity method of accounting and (ii) the profits, gains or income that will be received by us after the end of the next fiscal year. The unrealized profit reserve can only be used to pay mandatory dividends. Profits recorded in the unrealized profit reserve, if realized and not absorbed by losses in subsequent years, must be added to the next mandatory dividend distributed after the realization. As of September 30, 2014, our unrealized profit reserve was zero.

Capital Reserves

Our capital reserve consists of the goodwill reserve, tax incentives, and investment subsidies. Under Brazilian corporate law, capital reserves may only be used (i) to absorb losses that exceed retained earnings and profit reserves, (ii) to fund redemptions, refunds or repurchases of shares, (iii) to redeem founder shares, and (iv) to increase our share capital. As of September 30, 2014, we had R$518.4 million allocated to the capital reserve account.

Payment of Dividends and Interest on Shareholders’ Equity

Brazilian corporate law requires the bylaws of a Brazilian company to specify a minimum percentage of available profits to be allocated to the annual distribution of dividends, known as mandatory dividends. The mandatory dividend must be paid to shareholders either as dividends or as interest on shareholders’ equity. The basis of the mandatory dividend is a percentage of income, adjusted according to Article 202 of Brazilian corporate law. Under our bylaws, we must distribute every year at least 0.1% of our adjusted net income from the previous fiscal year as a dividend. This requirement does not, however, constitute a mandatory dividend on preferred shares that would give rise to voting rights for holders of preferred shares if our company failed to pay the dividend for three consecutive years, or a right of withdrawal in case of reduction of the dividend, all as described under “Description of Capital Stock.”

Brazilian corporate law allows a company to suspend distribution of mandatory dividends if the board of directors advises the annual shareholders’ meeting that the distribution would not be advisable given the company’s financial condition. The fiscal council, if one is in place, must review any suspension of the mandatory dividend, and management must submit a report to the CVM setting forth the reasons for the suspension of dividends. Net income that is not distributed due to a suspension is allocated to a separate reserve account and, if not absorbed by subsequent losses, must be distributed as dividends as soon as the financial condition of the company permits.

Dividends

Brazilian corporate law and our bylaws require us to hold an annual shareholders’ meeting by the fourth month following the closing of each fiscal year, in which, among other matters, shareholders must decide upon the distribution of annual dividends. The calculation of annual dividends is based on our unconsolidated, audited financial statements for the immediately preceding fiscal year.

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Each holder of shares at the time a dividend is declared is entitled to receive dividends. In our case, holders of preferred shares have the right to receive dividends that are 75 times greater than the dividends attributed to each common share. Under Brazilian corporate law, dividends are generally required to be paid within 60 days from the date on which the dividend is declared, unless the shareholders’ resolution establishes another payment date. The dividend must be paid at the latest before the end of the year in which it is declared.

Shareholders have three years from the date of payment to claim their dividends or interest on shareholders’ equity, after which the unclaimed dividends or interest revert to us.

Distributions of Interest on Shareholders’ Equity

Brazilian corporations are permitted to pay interest on equity capital to shareholders and to treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution tax. The interest is calculated based on the TJLP, as set by the Central Bank from time to time, and cannot exceed the greater of 50% of net income (after deduction of the social contribution tax on net income, and without taking account of the distribution being made and any income tax deduction) for the period in relation to which the payment is made, or 50% of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made. The payment of interest on equity capital represents an alternative form of dividend payment to shareholders. The amount distributed to shareholders as interest on equity capital, net of any income tax, may be included as part of the mandatory dividend distribution. Brazilian corporate law requires us to pay shareholders an amount sufficient to ensure that the net amount they receive in respect of interest on equity capital, after payment of the applicable withholding tax, plus the amount of declared dividends, is at least equivalent to the mandatory dividend amount.

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TAXATION

The following summary contains a description of certain Brazilian and U.S. federal income tax consequences of the acquisition, ownership and disposition of preferred shares, including in the form of ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase preferred shares, including in the form of ADSs. The summary is based upon the tax laws of Brazil and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

Although there is at present no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. No assurance can be given, however, as to whether or when a treaty will enter into force or how it will affect the U.S. Holders (as defined below) of preferred shares, including in the form of ADSs. Prospective holders of preferred shares, including in the form of ADSs, should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of preferred shares, including in the form of ADSs, in their particular circumstances.

Brazilian Tax Considerations

The following discussion summarizes the main Brazilian tax consequences of the acquisition, ownership and disposition of preferred shares or ADSs by a holder that is not domiciled in Brazil for purposes of Brazilian taxation, or a “Non-Resident Holder.” This discussion is based on Brazilian law as currently in effect, which is subject to change, possibly with retroactive effect, and to differing interpretations. Any change in such law may change the consequences described below.

The tax consequences described below do not take into account the effects of any tax treaties or reciprocity of tax treatment entered into by Brazil and other countries. The discussion also does not address any tax consequences under the tax laws of any state or locality of Brazil.

The description below is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, exchange, ownership and disposition of our preferred shares or ADSs. Prospective purchases are advised to consult their own tax advisors with respect to an investment in our preferred shares or ADSs in light of their particular investment circumstances.

Income Tax

Dividends

Historically, dividends paid by a Brazilian company, such as ourselves, including dividends paid to a Non-Resident Holder, have not been subject to withholding income tax in Brazil, to the extent that such amounts are related to profits generated as of January 1, 1996.

Law No. 11,638 dated December 28, 2007 significantly altered Brazilian corporate law in order to align the Brazilian general accepted accounting standards more closely with IFRS. However, Law No. 11,941 dated May 27, 2009 introduced the Transitory Tax Regime, or RTT, in order to render neutral, from a tax perspective, all the changes provided by Law 11,638. Under the RTT, for tax purposes, legal entities should observe the accounting methods and criteria as they were on December 31, 2007.

Profits determined pursuant to Law 11,638/07, or IFRS Profits, may differ from profits calculated pursuant to the accounting methods and criteria as in force on December 31, 2007, or 2007 Profits.

While it was general market practice to distribute exempted dividends with reference to the IFRS Profits, Normative Ruling No. 1,397 issued by the Brazilian tax authorities on September 16, 2013 established that legal entities should comply with the accounting methods and criteria as in force on December 31, 2007 (the 2007 Profits) upon determining the amount of profits that could be distributed as exempted income to its beneficiaries.

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Any profits paid in excess of said 2007 Profits, or Excess Dividends, should, in the tax authorities’ view and in the specific case of non-resident beneficiaries, be subject to the following rules on taxation: (i) 15% withholding income tax, or WHT, in the case of beneficiaries domiciled abroad, but not in tax havens, and (ii) 25% WHT, in the case of beneficiaries domiciled in tax havens.

In order to mitigate potential disputes on the subject, Law No. 12.973, dated May 13, 2014, introduced, among the revocation of the RTT and a whole new set of tax rules, or the New Tax Regime, new provisions dealing with Excess Dividends. Under such new provisions (i) the Excess Dividends related to profits assessed from 2008 to 2013 are assured to be exempt; (ii) potential disputes remain concerning Excess Dividends related to 2014 profits, unless the company voluntarily elects to apply the New Tax Regime in 2014; and (iii) as of 2015, once the New Tax Regime is mandatory and has extinguished the RTT, dividends should be considered fully exempt as ordinarily provided by law.

Interest Attributable to Shareholders’ Equity

Law No. 9,249, dated December 26, 1995, as amended, allows a Brazilian corporation, such as ourselves, to make distributions to shareholders of interest on net equity and treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution on net profits, both of which are taxes levied on our profits, as far as the limits described below are observed. For tax purposes this interest on net equity is limited to the daily pro rata variation of the TJLP, as determined by the Central Bank from time to time, and the amount of the deduction may not exceed the greater of:

• 50.0% of the net profits (after the social contribution on net profits and before the provision for corporate income tax, and the amounts attributable to shareholders as interest on shareholders’ equity) related to the period in respect of which the payment is made; and

• 50.0% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made.

Payment of interest on shareholders’ equity to a Non-Resident Holder is subject to withholding income tax at the rate of 15.0%, or 25.0% in case of a resident of a “Low or Nil Tax Jurisdiction” (as defined below) or where applicable local laws impose restrictions on the disclosure of the shareholding composition or the ownership of investments or the ultimate beneficiary of the income derived from transactions carried out and attributable to a non-Resident Holder. These payments may be included, at their net value, as part of any mandatory dividend. The distribution of interest on shareholders’ equity may be determined by our board of directors. To the extent payment of interest on shareholders’ equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable Brazilian withholding income tax, plus the amount of declared dividends is at least equal to the mandatory dividend.

Low or Nil Taxation Jurisdictions

Law No. 9,779, dated as of January 1, 1999 states that, except for limited prescribed circumstances, income derived from transactions by a person resident or domiciled in a Low or Nil Tax Jurisdiction will be subject to withholding income tax at a rate of 25%. A Low or Nil Tax Jurisdiction is generally considered to be a country or other jurisdiction that does not impose any income tax or that imposes such tax at a maximum rate lower than 20%. Under certain circumstances, non-transparency rules are also taken into account for determining whether a country or other jurisdiction is a Low or Nil Tax Jurisdiction.

Additionally, on June 24, 2008, Law No. 11,727 introduced the concept of “privileged tax regime,” which is defined as a tax regime that (i) does not tax income or taxes it at a maximum rate lower than 20%; (ii) grants tax benefits to non-resident entities or individuals (a) without the requirement to carry out substantial economic activity in the country or dependency or (b) contingent to the non-exercise of substantial economic activity in the

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country or dependency; or (iii) does not tax or that taxes the income generated abroad at a maximum rate of lower than 20%; or (iv) does not provide access to information related to shareholding composition, ownership of assets and rights or economic transactions carried out.

We consider that the best interpretation of Law No. 11,727/08 that the new concept of “privileged tax regime” would be applicable solely for purposes of transfer pricing and thin capitalization rules. However, we are unable to ascertain whether or not the privileged tax regime concept will be extended to the concept of Low or Nil Taxation Jurisdiction, though the Brazilian tax authorities appear to agree with our position, in view of the provisions of the introduced Normative Ruling No. 1,037, dated as of June 4, 2010, which presents two different lists (Low or Nil Tax Jurisdictions—taking into account the non-transparency rules—and privileged tax regimes).

Notwithstanding the above, we recommend that you consult your own tax advisors regarding the consequences of the implementation of Law No. 11,727, Normative Ruling No. 1,037 and of any related Brazilian tax law or regulation concerning Low or Nil Tax Jurisdictions or “privileged tax regimes.”

Taxation of Gains

According to Law No. 10,833/03, the gains recognized on a disposition of assets located in Brazil, such as our preferred shares, by a Non-Resident Holder, are subject to withholding income tax in Brazil. This rule is applicable regardless of whether the disposition is conducted in Brazil or abroad and/or if the asset is acquired by an individual or entity resident or domiciled in Brazil or abroad.

As a general rule, capital gains are realized as a result of a disposition and can be measured by the positive difference between the amount realized on the disposition of the shares and the respective acquisition cost.

Under Brazilian law, income tax on such gains can vary depending on the domicile of the Non-Resident Holder, the type of registration of the investment by the Non-Resident Holder with the Central Bank and how the disposition is carried out, as described below.

Capital gains realized by Non-Resident Holder on the disposition of shares sold on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market):

• exempt from income tax, when realized by a non-Resident holder that (1) has registered its investment in Brazil with the Central Bank under the rules of Resolution No. 2,689/00 (“2,689 Holder”) and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; or

• subject to income tax at a rate of 15% in the case of gains realized by (A) a Non-Resident Holder that (1) is not a 2,689 Holder and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; or (B) a Non- Brazilian Holder that (1) is a 2,689 Holder, and (2) is resident or domiciled a Low or Nil Tax Jurisdiction. In this case, a withholding income tax of 0.005% shall be applicable and withheld by the intermediary institution (i.e., a broker) that receives the order directly from the Non-Resident Holder, which can be later offset against any income tax due on the capital gain earned by the Non-Resident Holder.

Any other gains assessed on a sale or disposition of the common shares that is not carried out on a Brazilian stock exchange are subject to income tax at a rate of 15%, except for a Non-Resident Holder in a Low or Nil Tax Jurisdiction which, in this case, is subject to income tax at the rate of up to 25%. If these gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of 0.005% on the sale value shall also be applicable and can be offset against the eventual income tax due on capital gain.

Any exercise of preemptive rights relating to shares or ADSs will not be subject to Brazilian withholding income tax. Gains realized by a Non-Resident holder on the disposition of preemptive rights will be subject to Brazilian income tax according to the same rules applicable to disposition of shares or ADSs.

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In the case of a redemption of securities or a capital reduction by a Brazilian corporation, such as ourselves, the positive difference between the amount received by a Non-Resident Holder and the acquisition cost of the securities redeemed is treated as capital gain derived from the sale or exchange of shares not carried out on a Brazilian stock exchange market and is therefore subject to income tax at the rate 15%, or 25%, as the case may be.

There can be no assurance that the current favorable tax treatment of Resolution 2,689 Holders will continue in the future.

Sales of ADSs to other non-residents

Arguably, the gains realized by a Non-Resident Holder on the disposition of ADSs to another non-Brazilian resident are not subject to Brazilian tax, based on the argument that the ADSs would not constitute assets located in Brazil for purposes of Law No. 10,833/03. However, we cannot assure you how Brazilian courts would interpret the definition of assets located in Brazil in connection with the taxation of gains realized by a Non-Resident Holder on the disposition of ADSs to another non-Brazilian resident. As a result, gains on a disposition of ADSs by a Non-Resident Holder to Brazilian resident, or even to a Non-Resident Holder in the event that courts determine that the ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil according to the rules described above.

Gains on the exchange of ADSs for shares

Non-Resident Holders may exchange ADSs for the underlying shares, sell the shares on a Brazilian stock exchange and remit abroad the proceeds of the sale within five business days from the date of exchange (in reliance of the depositary’s electronic registration).

Upon receipt of the underlying shares in exchange for ADSs, Non-Resident Holders may also elect to register with the Central Bank the U.S. dollar value of such shares as a foreign portfolio investment under Resolution No. 2689/00, which will entitle them to the tax treatment referred above.

Alternatively, the Non-Resident Holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under Law No. 4,131/62, in which case the respective sale would be subject to the tax treatment applicable to transactions carried out by a Non-Resident Holder who is not a Resolution 2,689 Holder.

Gains on the exchange of shares for ADSs

The deposit of shares in exchange for the ADSs by a Non-Resident Holder may be subject to Brazilian withholding income tax on capital gains if the acquisition cost of the shares is lower than:

• the average price per share on the Brazilian stock exchange on which the greatest number of shares were sold on the day of deposit; or

• if no shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of shares were sold during the 15 immediately preceding trading sessions.

The difference between the amount previously registered, or the acquisition cost, as the case may be, and the average price of the shares, calculated as set forth above, is considered a capital gain subject to income tax at a rate of 15%, or 25% for Low or Nil Tax Jurisdictions.

Tax on Foreign Exchange and Financial Transactions

Foreign Exchange Transactions

Pursuant to Decree No. 6,306/07, the conversion into foreign currency or the conversion into Brazilian currency of the proceeds received or remitted by a Brazilian entity from a foreign investment in the Brazilian

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securities market, including those in connection with the investment by a Non-Resident holder in the shares and ADSs, may be subject to the Tax on Foreign Exchange Transactions, or IOF/Exchange. Currently, for most exchange transactions, the rate of IOF/Exchange is 0.38%.

Effective as of December 1, 2011, currency exchange transactions carried out for the inflow of funds in Brazil for investment made by a foreign investor (including a Non-Resident Holder, as applicable) are subject to IOF/Exchange at (i) 0% rate in case of variable income transactions carried out on the Brazilian stock, futures and commodities exchanges, as well as in the acquisitions of shares of Brazilian publicly-held companies in public offerings or subscription of shares related to capital contributions, provided that the issuer company has registered its shares for trading in the stock exchange (ii) 0% for the outflow of resources from Brazil related to these type of investments, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market. Furthermore, the IOF/Exchange is currently levied at a 0% rate on the withdrawal of ADSs into shares. Nonetheless, the Brazilian government is permitted to increase the rate at any time to a maximum of 25%, but only in relation to future transactions.

Tax on Transactions involving Bonds and Securities

Brazilian law imposes a Tax on Transactions Involving Bonds and Securities, or “IOF/Bonds”, on transactions involving bonds and securities, including those carried out on a Brazilian stock exchange. The rate of IOF/Bond Tax applicable to transactions involving the transfer of shares traded on the Brazilian stock exchange with the purpose of the issuance of depositary receipts to be traded outside Brazil is currently zero. The Brazilian government may increase this rate up to 1.5% per day, but only with respect to future transactions.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable on the ownership, transfer or disposition of shares by individuals or entities not domiciled in Brazil. Gift and inheritance taxes, however, may be levied by some states in Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil or in the relevant state to individuals or entities that are resident or domiciled within such state in Brazil There are no Brazilian stamp, issue, registration, or similar taxes payable by holders of shares, or shares comprised of shares.

Material U.S. Federal Income Tax Consequences

The following discussion is a general discussion of material U.S. federal income tax consequences relating to the acquisition, ownership and disposition of preferred shares, including in the form of ADSs. This discussion deals only with U.S. Holders (as defined below) that purchase the preferred shares, including in the form of ADSs, for cash pursuant to this prospectus and that hold preferred shares, including in the form of ADSs, as capital assets (generally, property held for investment). This discussion does not purport to address all of the tax considerations that may be relevant to U.S. Holders based upon their particular circumstances and may not apply to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities, investors liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, investors that hold preferred shares, including in the form of ADSs, as part of a straddle or hedging, constructive sale, integrated or conversion transactions for U.S. federal income tax purposes, a person that actually or constructively owns 10% or more of the total combined voting power in our stock, traders in securities that have elected the mark-to-market method of accounting for their securities, or persons whose functional currency is not the U.S. dollar).

The discussion is based on the U.S. Internal Revenue Code of 1986, as amended through the date hereof, or the Code, its legislative history, existing and proposed U.S. Treasury regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, perhaps with retroactive effect.

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No assurance can be given that the Internal Revenue Service, or the IRS, will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not include any description of the tax laws of any state, local, municipal or non-U.S. government that may be applicable to a particular investor and does not consider the Medicare tax on net investment income or any aspects of U.S. federal tax law other than income taxation.

As used herein, the term “U.S. Holder” means a beneficial owner of a preferred share, including in the form of an ADS, that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust or (ii) that was in existence on August 20, 1996, and validly elected under applicable U.S. Treasury regulations to continue to be treated as a domestic trust. If a partnership or an entity or an arrangement that is treated as a partnership for U.S. federal income tax purposes holds preferred shares, including in the form of ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners in partnerships that hold preferred shares, including in the form of ADSs, are encouraged to consult their tax advisors.

Except where specifically described below, this discussion assumes that we are not a passive foreign investment company, or a PFIC, for U.S. federal income tax purposes. See the discussion under “—Passive Foreign Investment Company Considerations” below.

The discussion below assumes that the representations contained in the ADS deposit agreement are true and that the obligations in the ADS deposit agreement and any related agreements will be complied with in accordance with their terms. In general, for U.S. federal income tax purposes, U.S. Holders who own ADSs will be treated as the beneficial owners of the preferred shares represented by those ADSs. Accordingly, the surrender of ADSs in exchange for preferred shares (or vice versa) will not result in the realization of gain or loss for U.S. federal income tax purposes. The rest of this discussion assumes that a holder of an ADS will be treated for U.S. federal income tax purposes as directly holding the underlying preferred shares. The U.S. Treasury Department has expressed concern that depositaries for ADRs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. Holders of such receipts or shares. These actions would also be inconsistent with claiming the reduced rate for “qualified dividend income” described below. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Brazilian withholding taxes and availability of the reduced rate for qualified dividend income could be affected by future actions that may be taken by the depository and the U.S. Treasury Department.

EACH PERSON CONSIDERING THE ACQUISITION OF PREFERRED SHARES, INCLUDING IN THE FORM OF ADSs IS ENCOURAGED TO CONSULT ITS OWN INDEPENDENT TAX ADVISOR REGARDING THE SPECIFIC U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSIDERATIONS OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE PREFERRED SHARES, INCLUDING IN THE FORM OF ADSs.

Taxation of Dividends and Other Distributions

Subject to the PFIC rules discussed below, distributions of cash or property with respect to preferred shares, including in the form of ADSs, (including any distributions paid in the form of interest attributable to stockholders’ equity for Brazilian tax purposes and the amount of any Brazilian taxes withheld on any such distribution, if any) will constitute ordinary dividend income to the extent of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). Dividends generally will be includible in a U.S. Holder’s gross income on the day on which the dividends are received by the depositary in the case of a

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holder of ADSs, or by the U.S. Holder in the case of a holder of preferred shares, not in the form of ADSs. Any distributions in excess of such earnings and profits will constitute a nontaxable return of capital and reduce a U.S. Holder’s tax basis in such preferred shares or ADSs. To the extent such distributions exceed a U.S. Holder’s tax basis in its preferred shares or ADSs, such excess will constitute capital gain and will generally be treated as described below under “—Sale or Other Taxable Disposition of Preferred Shares, Including in the Form of ADSs.” Because we do not intend to maintain calculations of our earnings and profits on the basis of U.S. federal income tax principles, U.S. Holders should expect that any distribution paid will generally be reported to them as a dividend. Dividends on preferred shares, including in the form of ADSs will not be eligible for the dividends received deduction allowed to U.S. corporations.

A U.S. Holder may be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign tax credit in respect of any Brazilian income taxes withheld on dividends received in respect of the preferred shares, including those in the form of ADSs. A U.S. Holder who does not elect to claim a credit for any foreign income taxes paid during the taxable year may instead claim a deduction in respect of such income taxes provided the U.S. Holder elects to deduct (rather than credit) all foreign income taxes for that year. Dividends received in respect of preferred shares, including in the form of ADSs, generally will be treated as foreign-source income, subject to various classifications and other limitations and generally will be treated as passive category income for most U.S. Holders for purposes of the foreign tax credit limitation. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex, and U.S. Holders are encouraged to consult their own tax advisors regarding the availability of foreign tax credits under their particular circumstances.

Dividends paid in reais (including the amount of any Brazilian taxes withheld therefrom, if any) will be includible in a U.S. Holder’s gross income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the reais are received by the depositary, in the case of a holder of ADSs, or by the U.S. Holder in the case of a holder of preferred shares not in the form of ADSs, regardless of whether the dividends are converted into U.S. dollars. If the reais are converted to U.S. dollars on the date of such receipt, a U.S. Holder generally will not recognize a foreign currency gain or loss. However, if the U.S. Holder converts the reais into U.S. dollars on a later date, the U.S. Holder must include in gross income any gain or loss resulting from any exchange rate fluctuations. The gain or loss will be equal to the difference between (i) the U.S. dollar value of the amount included in income when the dividend was received and (ii) the amount received on the conversion of the reais into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in a U.S. Holder’s gross income to the date such payment is converted into U.S. dollars will be foreign currency gain or loss and will be treated as ordinary income or loss. Such gain or loss will generally be treated as income from sources within the United States. U.S. Holders are encouraged to consult their own independent tax advisors regarding the treatment of foreign currency gain or loss, if any, on any reais received that are converted into U.S. dollars on a date subsequent to receipt by the depositary or the U.S. Holder, as the case may be.

Distributions treated as dividends that are received by a non-corporate U.S. Holder (including an individual) from “qualified foreign corporations” generally qualify for a reduced maximum tax rate so long as certain holding period and other requirements are met. Dividends paid on preferred shares, including in the form of ADSs, should qualify for the reduced rate if we are treated as a “qualified foreign corporation.” For this purpose, a qualified foreign corporation means any foreign corporation provided that: (i) the corporation was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a PFIC (as discussed below), (ii) certain holding period requirements are met and (iii) either (A) the corporation is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules or (B) the stock with respect to which such dividend was paid is readily tradable on an established securities market in the United States. The ADSs should be considered to be readily tradable on an established securities market in the United States if they are listed on the NYSE, as is expected. Based on existing guidance, it is not entirely clear whether dividends received with respect to the preferred shares not represented by ADSs will be treated as qualified dividend income because the preferred

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shares are not themselves listed on a U.S. exchange. U.S. Holders are encouraged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to the preferred shares, including in the form of ADSs.

Sale or Other Taxable Disposition of Preferred Shares, Including in the Form of ADSs

Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of preferred shares, including in the form of ADSs, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other taxable disposition and such U.S. Holder’s tax basis in such preferred shares or ADSs. The amount realized on a sale or other taxable disposition of preferred shares, including in the form of ADSs, generally will be equal to the amount of cash or the fair market value of any other property received. The initial tax basis of a U.S. Holder’s preferred shares that are not held in the form of ADSs will be the U.S. dollar value of the reais denominated purchase price determined on the date of purchase. Gain or loss recognized by a U.S. Holder on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the preferred shares, including those in the form of ADSs, have been held for more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes.

If Brazilian income tax is withheld on the sale or other taxable disposition of preferred shares, including in the form of ADSs, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale or other taxable disposition before deduction of the Brazilian income tax. Capital gain or loss, if any, realized by a U.S. Holder on the sale or other taxable disposition of preferred shares, including in the form of ADSs, generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, in the case of a gain from the disposition of a preferred share, including in the form of an ADS, that is subject to Brazilian income tax, the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian income tax (i.e., because the gain from the disposition would be U.S. source), unless the U.S. Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the U.S. Holder may take a deduction for the Brazilian income tax, provided that the U.S. Holder elects to deduct all foreign taxes paid or accrued for the taxable year. The rules governing foreign tax credits are complex and a U.S. Holder are encouraged to consult its own tax advisor regarding the availability of foreign tax credits under its particular circumstances.

Passive Foreign Investment Company Considerations

Special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC. A non-U.S. corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries, either:

• at least 75% of its gross income is passive income; or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties, gains from the disposition of passive assets (other than gains from the disposition of property that is inventory) and gains from commodities and securities transactions. In addition, if the non-U.S. corporation owns, directly or indirectly, at least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation.

The determination as to whether a non-U.S. corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, the composition of the income and

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assets of the non-U.S. corporation from time to time and the nature of the activities performed by such non-U.S. corporation. Based on current estimates of our gross income and gross assets, the nature of our business and our current business plans (all of which are subject to change), we do not expect to be classified as a PFIC for our 2013 taxable year and our current taxable year (although the determination cannot be made until the end of such taxable year), and we intend to continue our operations in such a manner that we do not expect to be classified as a PFIC in the foreseeable future. There can be no assurance in this regard, because the PFIC determination is made annually and is based on the portion of our assets and income that is characterized as passive under the PFIC rules.

If we are or become a PFIC for any taxable year during which a U.S. Holder holds preferred shares, including in the form of ADSs, the U.S. Holder will be subject to special tax rules with respect to any “excess distributions” that the U.S. Holder receives and any gain realized from a sale or other disposition of the preferred shares, including those in the form of ADSs, unless the U.S. Holder makes a “mark-to-market” election as discussed below. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received by the U.S. Holder during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the preferred shares, including those in the form of ADSs, will be treated as excess distributions. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the preferred shares, including those in the form of ADSs;

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income; and

• the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the preferred shares, including those in the form of ADSs, cannot be treated as capital, even if a U.S. Holder holds the preferred shares or ADSs as capital assets. If we were a PFIC, certain subsidiaries and other entities in which we have a direct or indirect interest may also be PFICs, or Lower-tier PFICs. Under attribution rules, U.S. Holders would be deemed to own their proportionate shares of Lower-tier PFICs and would be subject to U.S. federal income tax according to the rules described above on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even though such U.S. Holder had not received the proceeds of those distributions or dispositions.

If we are a PFIC, a U.S. Holder may avoid taxation under the rules described above by making a “qualified electing fund” election to include such U.S. Holder’s share of our income on a current basis, provided that we furnish such U.S. Holder annually with certain tax information. If we conclude that we should be treated as a PFIC for any taxable year, we intend to notify each U.S. Holder of such conclusion. However, there can be no guarantee that we will be willing or able to provide the information needed by any U.S. Holder to make a “qualified electing fund” election with respect the preferred shares, including in the form of ADSs.

If a U.S. Holder makes a “qualified electing fund” election, such U.S. Holder will generally be taxable currently on its pro rata share of our ordinary earnings and net capital gains (at ordinary income and capital gain rates, respectively) for each taxable year during which we are treated as a PFIC, regardless of whether or not such U.S. Holder receives distributions, so that the U.S. Holder may recognize taxable income without the corresponding receipt of cash from us with which to pay the resulting tax obligation. The basis in the preferred shares, including those in the form of ADSs, held by such U.S. Holder will be increased to reflect taxed but undistributed income. Distributions of income that were previously taxed will result in a corresponding reduction of tax basis in the preferred shares, including those in the form of ADSs, and will not be taxed again as distributions to the U.S. Holder.

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Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock (but not for the shares of any Lower-tier PFIC) to elect out of the tax treatment discussed above. A U.S. Holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the preferred shares, including those in the form of ADSs, had been sold at fair market value. Any gain recognized by the U.S. Holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. Holder would be allowed an ordinary deduction for any decrease in the value of its preferred shares, including those in the form of ADSs, as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of preferred shares, including those in the form of ADSs, would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. Holder’s tax basis in preferred shares, including those in the form of ADSs, will be adjusted to reflect any such income or loss amounts included in gross income. If a U.S. Holder makes such an election, the tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us, except that the reduced rate discussed above under “—Taxation of Dividends and Other Distributions” would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimal quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. A “qualified exchange” includes a non-U.S. securities exchange that has the following characteristics: (i) the exchange is regulated by a governmental authority in which the exchange is located; (ii) the volume, listing, financial disclosure, surveillance and other requirements designed to prevent fraudulent and manipulative acts and practices, to remove impediments to and perfect the mechanism of a free and open, fair and orderly, market and to protect investors; and the laws of the country in which the exchange is located and the rules of the exchange ensure that such requirements are actually enforced and (iii) the rules of the exchange effectively promote active trading of listed stock. The NYSE is a qualified exchange. We expect that the ADSs will be listed on the NYSE and, consequently, if the ADSs are regularly traded, the mark-to-market election would be available to a U.S. Holder of ADSs if we were treated as a PFIC. Our preferred shares are listed on the BM&FBOVESPA. It is unclear, however, whether the BM&FBOVESPA would meet the requirements for a “qualified exchange.” As mentioned above, however, the mark-to-market election will not be available for Lower-tier PFICs, so U.S. Holders would remain subject to the interest charge and other rules described above with respect to Lower-tier PFICs.

A U.S. Holder who owns preferred shares, including in the form of ADSs, during any taxable year that we are treated as a PFIC would generally be required to file IRS Form 8621. U.S. Holders are encouraged to consult their own tax advisors regarding the application of the PFIC rules to the preferred shares, including those in the form of ADSs, the availability and advisability of making a mark-to-market election to avoid the adverse tax consequences of the PFIC rules should we be considered a PFIC for any taxable year and the application of the reporting requirements on IRS Form 8621 to their particular situation.

U.S. Information Reporting and Backup Withholding

Dividend payments with respect to preferred shares, including in the form of ADSs, and proceeds from the sale, exchange or redemption of preferred shares, including in the form of ADSs, may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding and establishes such exempt status. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund in a timely manner with the IRS and furnishing any required information. U.S. Holders are encouraged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

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In addition, U.S. Holders should be aware that additional reporting requirements apply (including a requirement to file IRS Form 8938, Statement of Specified Foreign Assets) with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000. U.S. Holders are encouraged to consult their own tax advisors regarding the application of the information reporting rules to preferred shares, including in the form of ADSs, and the application of these additional reporting requirements for foreign financial assets to their particular situations.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR OWN INDEPENDENT TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF PREFERRED SHARES, INCLUDING IN THE FORM OF ADSs.

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ERISA CONSIDERATIONS

This disclosure was written in connection with the promotion and marketing of the ADSs by us and the underwriters, and it cannot be used by any holder for the purpose of avoiding penalties that may be asserted against the holder under the Internal Revenue Code of 1986, as amended, or the Code. Prospective purchasers of the ADSs should consult their own tax advisors with respect to the application of the U.S. federal income tax laws to their particular situations.

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, imposes certain requirements on employee benefit plans subject to Title I of ERISA and on entities that are deemed to hold the assets of such plans, or ERISA Plans, and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan.

Section 406 of ERISA and Section 4975 of the Code, prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts and Keogh plans, or an entity deemed to hold the assets of such plans (together with ERISA Plans, or Plans)) and certain persons (referred to as “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code) having certain relationships to such Plans, unless a statutory or administrative prohibited transaction exemption is applicable to the transaction. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

Any Plan fiduciary that proposes to cause a Plan to purchase the ADSs should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to confirm that such purchase will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERISA or the Code.

Non-U.S. plans (as described in Section 4(b)(4) of ERISA), governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to other federal, state, local or non-U.S. laws or regulations that are substantially similar to the foregoing provisions of ERISA and the Code, or Similar Law. Fiduciaries of any such plans should consult with their counsel before purchasing the ADSs to determine the need for and the availability of, any exemptive relief under any Similar Law.

Each purchaser of the ADSs shall be deemed to represent, warrant and agree that (i) either (A) it is not and is not acting on behalf of a (1) Plan or (2) a non-U.S., governmental or church plan subject to Similar Laws; or (B) its purchase of the ADSs will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and is otherwise permissible under all applicable Similar Laws; and (ii) it will not sell or otherwise transfer the ADSs or any interest therein otherwise than to a purchaser or transferee that is deemed to make these same representations, warranties and agreements with respect to its purchase of such ADSs.

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UNDERWRITERS

The global offering consists of (i) an international offering of our preferred shares, offered directly or in the form of ADSs, in the United States and elsewhere outside of Brazil and (ii) a Brazilian offering of our preferred shares, within Brazil.

Offering of ADSs

We, the Selling Shareholders and the international underwriters named below will enter into an international underwriting and placement agreement with respect to the preferred shares, including in the form of ADSs, being offered in the international offering. Under the terms and subject to the conditions of the international underwriting and placement agreement, each international underwriter, for whom Morgan Stanley & Co. LLC, Itau BBA USA Securities, Inc., Goldman, Sachs & Co., Santander Investment Securities Inc. and Banco do Brasil Securities LLC are acting as representatives, or the Representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the numbers of ADSs set forth in the following table. The Selling Shareholders and any broker-dealers that act in connection with the sale of our preferred shares in the form of ADSs may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of shares sold by them while acting as principals may be deemed to be underwriting discounts or commissions under the Securities Act.

International Underwriters	Number of ADSs
Morgan Stanley & Co. LLC
Itau BBA USA Securities, Inc.
Goldman, Sachs & Co.
Santander Investment Securities Inc.
Banco do Brasil Securities LLC
Raymond James & Associates, Inc.
Banco Pine S.A. (acting through Pine Securities USA LLC for sales in the United States).
Deutsche Bank Securities Inc.
Total

The international underwriters are committed to take and pay for all of the ADSs offered by us if they purchase any ADSs. The international underwriting agreement also provides that if an international underwriter were to default, the purchase commitments of non-defaulting international underwriters may also be increased or the international offering may be terminated. However, the international underwriters are not required to take or pay for the ADSs covered by the option of the international underwriters described below.

Brazilian offering and placement of preferred shares

We and the Selling Shareholders will also enter into a Brazilian underwriting agreement with Banco Morgan Stanley S.A., Banco Itaú BBA S.A., Goldman Sachs do Brasil Banco Múltiplo S.A., Banco Santander (Brasil) S.A., BB Banco de Investimento S.A., Pine Investimentos Distribuidora de Títulos e Valores Mobiliários Ltda., Deutsche Bank S.A.—Banco Alemão and, as intervening party, the BM&FBOVESPA, providing for the concurrent offer and sale of preferred shares in a public offering in Brazil, by way of a separate Brazilian prospectus in Portuguese, including a Formulário de Referência. Each of the international offering and the Brazilian offering is conditioned on the closing of the other.

The international underwriters and the Brazilian underwriters have entered into an intersyndicate agreement which governs specific matters relating to the global offering. Under this agreement, each international underwriter has agreed that, as part of its distribution of ADSs and subject to permitted exceptions, it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or distribute any prospectus relating to

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the ADSs to any person in Brazil or to any other dealer who does not so agree. Each Brazilian underwriter similarly has agreed that, as part of its distribution of preferred shares and subject to permitted exceptions, it has not offered or sold, and will not offer to sell, directly or indirectly, any preferred shares or distribute any prospectus relating to the preferred shares to any person outside Brazil or to any other dealer who does not so agree.

These limitations do not apply to stabilization transactions or to transactions between the Brazilian underwriters and international underwriters (including as a result of the placement of the preferred shares outside of Brazil, as described below), who have agreed that they may sell preferred shares between their respective underwriting syndicates. The number of preferred shares actually allocated to each offering may differ from the amount offered due to the reallocation between the international and Brazilian offerings.

Pursuant to the terms of the international underwriting and placement agreement, the international underwriters will act as placement agents on behalf of the Brazilian underwriters identified below with respect to the offering of preferred shares sold to investors located outside Brazil. The Brazilian underwriters will sell preferred shares to investors located within Brazil and, through the international underwriters in their capacity as placement agents, to other U.S. and international investors that are authorized to invest in Brazilian securities under the requirements established by the CMN and CVM. The Brazilian underwriting agreement provides that, subject to certain exceptions, if the preferred shares covered by such agreement are subscribed, but not fully paid for on the settlement date, the Brazilian underwriters are obligated, severally and not jointly, to pay-in those shares on a firm commitment basis, on the proportion and up to the individual limit of commitment undertaken by each Brazilian underwriter under the Brazilian underwriting agreement, as described in the following table:

Brazilian Underwriters	Number of Preferred shares
Banco Morgan Stanley S.A.
Banco Itaú BBA S.A.
Goldman Sachs do Brasil Banco Múltiplo S.A.
Banco Santander (Brasil) S.A.
BB-Banco de Investimento S.A.
Pine Investimentos Distribuidora de Títulos e Valores Mobiliários Ltda.
Deutsche Bank S.A.—Banco Alemão
Total

Option

The Selling Shareholders are granting the international underwriters an option, exercisable by the Representatives, on behalf of the international underwriters, upon prior written notice to the other international underwriters, us and the Selling Shareholders, at any time for a period of 30 days from, and including, the first day of trading of the preferred shares on the BM&FBOVESPA, to purchase up to [—] additional preferred shares, in the form of ADSs, minus the number of preferred shares sold by the Selling Shareholders pursuant to the Brazilian underwriters’ option referred to below, at the initial public offering price less the underwriting discount, solely to cover options to purchase additional shares, if any, provided that the decision to over-allocate the preferred shares (including in the form of ADSs) is made jointly by the international underwriters and the Brazilian underwriters. If any such ADSs are purchased with this option, the international underwriters will purchase ADSs in approximately the same proportion as shown in the table above. If any additional ADSs are purchased with this option, the international underwriters will offer the additional ADSs on the same terms as those ADSs that are being offered pursuant to the international offering. If the option is not exercised in full, the additional ADSs, purchased from each of the Selling Shareholders, respectively, shall be in proportion to the maximum number of additional ADSs to be sold by each of the Selling Shareholders, respectively, as set forth in the international underwriting and placement agreement.

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The Selling Shareholders have also granted the Brazilian underwriters an option, exercisable by [—], on behalf of the Brazilian underwriters, upon prior written notice to the other Brazilian underwriters, us and the Selling Shareholders at any time for a period of 30 days from and including, the first day of trading of the preferred shares on the BM&FBOVESPA, to place up to an additional [—] preferred shares, minus the number of preferred shares in the form of ADSs sold pursuant to the international underwriters’ option, solely to cover options to purchase additional shares, if any, provided that the decision to over-allocate the preferred shares (including in the form of ADSs) is made jointly by the international underwriters and the Brazilian underwriters. If any such preferred shares are purchased with this option, the Brazilian underwriters will purchase the preferred shares in approximately the same proportion as shown in the table above. If any additional preferred shares are purchased with this option, the Brazilian underwriters will offer the additional preferred shares on the same terms as those preferred shares that are being offered pursuant to the Brazilian offering.

Underwriting discounts and commissions

The international underwriters and Brazilian underwriters propose to offer the ADSs and the preferred shares, as the case may be, directly to the public at the offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$         per ADS and R$         per preferred share. Any such dealers may resell ADSs or preferred shares, as the case may be, to certain other brokers or dealers at a discount of up to US$         per ADS and R$         per preferred share from the offering price. After the initial public offering, the offering price and other selling terms may be changed. The offering of the ADSs and the preferred shares, as the case may be, by the international underwriters and the Brazilian underwriters is subject to receipt and acceptance and subject to the international underwriters and Brazilian underwriters’ right to reject any order in whole or in part.

The underwriting fee in connection with the offering of ADSs is equal to the public offering price per ADS less the amount paid by the international underwriters to us and the Selling Shareholders. The underwriting fee is US$         per ADS. The following table shows the per ADS and total underwriting discounts and commissions to be paid to the international underwriters in the international offering, assuming no exercise and full exercise of the international underwriters’ option to purchase additional ADSs.

	No Exercise	Full Exercise
Per ADS	US$	US$
Total	US$	US$

The underwriting fee in connection with the offering of preferred shares is equal to the public offering price per preferred share less the amount paid by the Brazilian underwriters to us and the Selling Shareholders. The underwriting fee is R$         per preferred share. The following table shows the per preferred share and total underwriting discounts and commissions to be paid to the Brazilian underwriters (in the Brazilian offering and with respect to the placement of the preferred shares), assuming no exercise and full exercise of the Brazilian underwriters’ option to purchase additional preferred shares.

	No Exercise	Full Exercise
Per Preferred Share	R$	R$
Total	R$	R$

We estimate that the total expenses of the global offering, including taxes, registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately US$[—], which includes US$[—] of reimbursable expenses to be paid to the underwriters.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in the global offering. The representatives may agree to allocate a number of ADSs to underwriters and selling group members for sale to their online brokerage

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account holders. Internet distributions will be allocated by the representatives to international underwriters and selling group members that may take Internet distributions on the same basis as other allocations.

No sale of similar securities

We have agreed that we will not (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission or similar Brazilian regulatory authority a registration statement under the Securities Act or Brazilian corporate law, as the case may be, relating to, any of our preferred shares or ADSs or any securities representing or convertible into or exchangeable or exercisable for such securities (including, without limitation, our common shares convertible into preferred shares or such other securities which may be deemed to be beneficially owned by us in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any issue, offer, sale, pledge, disposition, or (2) enter into any swap or other agreement that transfers all or a portion of the economic consequences associated with the ownership of our preferred shares or ADSs or any such other securities (regardless of whether any of these transactions in (1) or (2) are to be settled by the delivery of preferred shares or ADSs or such other securities, in cash or otherwise), for a period of 180 days after the date of this prospectus. These restrictions do not apply: (A) to preferred shares and ADSs to be sold in the global offering; (B) to preferred shares we issue upon the exercise of options granted under company stock plans that are in existence as of the date of this prospectus and described herein; (C) in connection with the market maker activities, or (D) the loan of a certain number of preferred shares, in order to allow the stabilization of the preferred shares as provided in the Brazilian underwriting agreement.

In addition, the Selling Shareholders, all of our directors and executive officers and holders of at least 1.0% of our common shares and/or 1.0% of our economic interest, have entered into lock-up agreements with the international underwriters prior to the commencement of the international offering pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of the Representatives: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our preferred shares or ADSs or any securities representing or convertible into or exercisable or exchangeable for such securities (including, without limitation our common shares convertible into preferred shares or any preferred shares or such other securities which may be deemed to be beneficially owned by such Selling Shareholders, directors and executive officers in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our preferred shares or ADSs or such other securities (regardless of whether any of these transactions in (i) or (ii) are to be settled by the delivery of preferred shares or ADSs or such other securities, in cash or otherwise), or (iii) make any demand for or exercise any right with respect to the registration of any of our preferred shares or ADSs or any security convertible into or exercisable or exchangeable for our preferred shares or ADSs (including our common shares convertible into preferred shares). These restrictions do not apply: (A) to preferred shares (including in the form of ADSs) to be sold or placed in the international offering; (B) to preferred shares to be sold in the Brazilian offering pursuant to the Brazilian underwriting agreement, (C) to transfers of our preferred shares or ADSs as bona fide gifts, (D) distributions of securities to partners members or stockholders of such Selling Stockholder, director or executive officer, (E) in connection with market maker activities, (F) the loan of a certain number of preferred shares, in order to allow the stabilization of the preferred shares as provided in the Brazilian Stabilization Agreement, (G) transfer preferred shares or ADSs from David Neeleman to his spouse, siblings, parents or lineal descendants or to Saleb II Founder 1 LLC or from Saleb II Founder 1 LLC to David Neeleman or his spouse, siblings, parents or lineal descendants, provided that in the case of any transfer or distribution pursuant to (C), (D) or, (G) each donee, distributee or transferee shall enter into a lock-up agreement in the form of this paragraph and no filing by any party under the Exchange Act or

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other public announcement shall be required or voluntarily made in connection therewith. Morgan Stanley & Co. LLC in its sole discretion, may release the preferred shares, ADSs, and other securities subject to the lock-up agreements described above in whole or in part at any time.

Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Additionally, pursuant to the regulations of the Level 2 segment of BM&FBOVESPA, our controlling shareholders and our directors and executive officers may not sell and/or offer to sell any common or preferred shares of our company or derivatives of such securities which we or they hold immediately after this global offering, for six months after the publication in Brazil of the announcement of commencement of this global offering. Following this six-month period, we, the Selling Shareholders and our directors and executive officers may not, for an additional six-month period, sell and/or offer to sell more than 40% of the securities that each of we or they hold immediately after this global offering.

The lock-up restrictions established in the regulations of the Level 2 segment of BM&FBOVESPA shall not apply (i) in case of a share loan in order to allow the shares to be sold in the Brazilian offering to start trading in BM&FBOVESPA in anticipation, subject to prior consent from BM&FBOVESPA; (ii) with respect to shares transferred under an assignment or share loan transaction aiming the performance of the activity of market maker registered with BM&FBOVESPA, limited to shares representing 15% of the total number of shares and ADSs being offered in this global offering; (iii) with respect to shares transferred under a private transaction, provided in this event that the purchaser will be subject to the same lock-up restrictions for the remainder of the lock-up period; and (iv) when shares are sold in tender offers.

Directed Share Program

At our request, the underwriters have reserved up to [—]% of the ADSs being offered in this global offering (assuming no exercise of the option to purchase additional shares) for sale at the initial public offering price to our TudoAzul Diamante members, persons who are our directors, officers or employees, or who are otherwise associated with us. Any sale to these persons in the United States and outside Brazil will be made by [—], an affiliate of Morgan Stanley & Co. LLC, through a directed share program. The number of ADSs available for sale to the general public will be reduced by the number of ADSs purchased by participants in the program. Any ADSs not purchased will be offered by the underwriters to the general public on the same basis as all other preferred shares and ADSs offered.

Brazilian Retail Offering and Special Allocation Program

Between 10% and [—]% of the preferred shares offered in the global offering will be offered prioritarily to non-institutional investors. Our and Azul Linhas’ directors, officers and employees and our frequent flyers that have TudoAzul Diamante status will have priority to purchase these preferred shares in the Brazilian offering. [—]% of these shares will be allocated to persons who are our TudoAzul Diamante members on [—], 2014 and [—]% of these shares will be allocated to persons who are our and Azul Linhas’ directors, officers or employees on [—], 2014. The preferred shares allocated to this group may not be purchased by other investors unless there is not enough demand.

Indemnification

We and the Selling Shareholders have agreed to indemnify the several international underwriters and the Brazilian underwriters against certain liabilities, including liabilities under the Securities Act.

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Listing

We have applied to have the ADSs approved for listing/quotation on the NYSE under the symbol “[—].” We have also applied to list our preferred shares on the Level 2 segment of BM&FBOVESPA, under the symbol “[—].”

Price stabilization and short positions

In connection with the international offering, the international underwriters, through [—] acting as the international stabilization agent, may engage in stabilizing transactions, which involves making bids for, purchasing and selling preferred shares or ADSs in the open market for the purpose of preventing or retarding a decline in the market price of the ADSs or preferred shares while this global offering is in progress. These stabilizing transactions may include making short sales of the preferred shares, including in the form of ADSs, which involves the sale by the international underwriters of a greater number of preferred shares than the number of preferred shares in the form of ADSs than they are required to purchase in this global offering, and purchasing preferred shares, including in the form of ADSs, on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than international underwriters’ option to purchase additional ADSs referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The international underwriters may close out any covered short position either by exercising their option to purchase additional ADSs, in whole or in part, or by purchasing preferred shares, including in the form of ADSs, in the open market. In making this determination, the international underwriters will consider, among other things, the price of preferred shares available for purchase in the open market compared to the price at which the international underwriters may purchase ADSs through the option. A naked short position is more likely to be created if the international underwriters are concerned that there may be downward pressure on the price of the preferred shares or the ADSs in the open market that could adversely affect investors who purchase in the international offering. To the extent that the international underwriters create a naked short position, they will purchase preferred shares, including in the form if ADSs in the open market to cover the position.

The international underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ADSs, including the imposition of penalty bids. This means that if the international underwriters purchase preferred shares, including in the form of ADSs, in the open market in stabilizing transactions or to cover short sales, they may be required to sell those ADSs as part of the international offering or to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of our preferred shares or the ADSs or preventing or retarding a decline in the market price of our preferred shares and the ADSs, and, as a result, the price of our preferred shares and the ADSs may be higher than the price that otherwise might exist in the open market. If the international underwriters commence these activities, they may discontinue them at any time. The international underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

In connection with the Brazilian offering, the Brazilian underwriters, through [—] acting as the Brazilian stabilization agent, may engage in transactions on the BM&FBOVESPA that stabilize, maintain or otherwise affect the price of the preferred shares. In addition, it may bid for, and purchase, preferred shares in the open market to cover short positions or stabilize the price of our preferred shares. These stabilizing transactions may have the effect of raising or maintaining the market price of our preferred shares or preventing or retarding a decline in the market price of our preferred shares. As a result, the price of our preferred shares may be higher than the price that might otherwise exist in the absence of these transactions. These transactions, if commenced, may be discontinued at any time. Reports on stabilization activities may be carried out for the period of 30 days from and including, the first day of trading of the preferred shares on the BM&FBOVESPA. A stabilization activities agreement, in the form approved by the CVM and the BM&FBOVESPA, has been executed simultaneously with the execution of the Brazilian underwriting agreement.

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Prior to this global offering, there has been no public market for our ADSs or preferred shares. The public offering price will be determined by negotiations between us, the international underwriters and Brazilian underwriters. In determining the public offering price, we and the international and Brazilian underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the international underwriters and Brazilian underwriters;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this global offering;

• the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

• other factors deemed relevant by the international underwriters and Brazilian underwriters.

Neither we nor the international underwriters can assure investors that an active trading market will develop for our ADSs or preferred shares, or that such ADSs or preferred shares will trade in the public market at or above the public offering price.

Other relationships

The international underwriters and their respective affiliates (including the Brazilian underwriters) are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the international underwriters and their affiliates (including certain Brazilian underwriters) have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us (including aircraft financing) and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Morgan Stanley Senior Funding, Inc., an affiliate of Morgan Stanley & Co. LLC, and Canela Investments entered into two credit facility agreements in May 2013 in the aggregate amount of US$15 million to finance two aircrafts, which are guaranteed by us. As of September 30, 2014, approximately R$28.0 million remained outstanding. Banco Itaú BBA S.A. and Azul Linhas entered into a credit facility agreement (FINAME/BNDES), dated July 15, 2011, for the financing of one E-Jet. As of September 30, 2014, approximately R$29.9 million remained outstanding for working capital between Banco Itaú BBA S.A. Bank Credit Certificates (Cédulas de Crédito Bancário) to Azul Linhas. Banco Itaú BBA S.A. and Azul Linhas entered into a swap agreement, dated March 31, 2014. As of September 30, 2014, approximately R$63.9 million remained outstanding. In addition, as of the date of this prospectus, Banco Itaú BBA S.A. holds the outstanding principal amount of approximately R$102.2 million non-convertible debentures issued by Azul Linhas on September 19, 2014. Goldman Sachs Lending Partners LLC, an affiliate of Goldman, Sachs & Co., entered into two loan agreements with Canela 429 LLC and Canela 407 LLC, respectively, in May 2011 to lease two aircrafts on behalf of Azul Linhas. As of September 30, 2014, approximately R$6.9 million remained outstanding. In June 2010, Azul Linhas entered into an operating lease agreement with an affiliate of Santander Investment Securities Inc. in the amount of US$198.0 million, due in September 2022. Azul Linhas and TRIP have also entered into various aircraft financing agreements with an affiliate of Santander Investment Securities Inc., the aggregate outstanding amount of which totaled US$112.0 million as of September 30, 2014. On June 24, 2010, Azul Linhas also entered into a swap agreement with Banco Santander (Brasil) S.A., which as of September 30, 2014 had a notional value of R$120.4 million. As of September 30, 2014, approximately R$229.0 million remained outstanding under various credit transactions between Azul Linhas and TRIP and Banco do Brasil S.A. Azul Linhas has also entered into different credit card receivables acquisition agreements with Banco do Brasil S.A., without joint liability of the receivables assignor, due in December 2014. As of September 30, 2014, the outstanding balance of such

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agreements totaled R$144.9 million. In addition, as of the date of this prospectus, Banco do Brasil S.A., an affiliate of Banco do Brasil Securities LLC and BB Banco de Investimento S.A., holds the entire outstanding principal amount of R$500 million non-convertible debentures issued by Azul Linhas on September 19, 2014. From June 2010 to February 2014, Banco Pine S.A. and Azul Linhas entered into certain credit facility agreements (FINAME/BNDES). As of September 30, 2014, the total outstanding amount under such agreements was R$167.7 million. From June 23, 2010 to December 27, 2013, Azul Linhas entered into a swap agreement with Banco Pine S.A., which as of September 30, 2014, had a notional value of R$378.9 million. In addition, Deutsche Bank SpA and Deutsche Bank AG, affiliates of Deutsche Bank S.A.—Banco Alemão entered into an aircraft financing agreement with Blue Turbo 1 Finance Limited, an affiliate of Azul Linhas with an aggregate outstanding amount of US$71.4 million as of September 30, 2014. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Loans and Financings” for additional information on these debentures and other transactions between us and the international underwriters and/or their affiliates. In addition, from time to time, certain of the international underwriters and their affiliates (including certain Brazilian underwriters) may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

The international underwriters and/or their affiliates (including the Brazilian underwriters) may enter into derivative transactions in connection with our preferred shares or ADSs, acting at the order and for the account of their clients. The international underwriters and/or their affiliates (including the Brazilian underwriters) may also purchase some of our preferred shares or ADSs offered hereby to hedge their risk exposure in connection with these transactions. Such transactions may have an effect on demand, price or other terms of the offering without, however, creating an artificial demand during the offering. The international underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Selling Restrictions

The preferred shares, including in the form of ADSs, offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any preferred shares or ADSs offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

United Kingdom

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49 (2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Our preferred shares, including in the form of ADSs, are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Member States of the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), from and including the date on which the European Union

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Prospectus Directive, or the EU Prospectus Directive, is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of our preferred shares, including in the form of ADSs, described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the preferred shares, including in the form of ADSs, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such securities to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

• in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the preferred shares, including in the form of ADSs, to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

France

No preferred shares, including in the form of ADSs, have been offered or sold or will be offered or sold, directly or indirectly, to the public in France, except to permitted investors, or Permitted Investors, consisting of persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) acting for their own account and/or corporate investors meeting one of the four criteria provided in Article 1 of Decree No. 2004-1019 of September 28, 2004 and belonging to a “limited circle of investors” (cercle restreint d’investisseurs) acting for their own account with “qualified investors” and “limited circle of investors” having the meaning ascribed to them in Article L. 411-2 of the French Code Monétaire et financier and applicable regulations thereunder; and the direct or indirect resale to the public in France of any ADS acquired by any Permitted Investors may be made only as provided by Articles L. 412-1 and L. 621-8 of the French Code Monétaire et financier and applicable regulations thereunder. None of this prospectus or any other materials related to the offering or information contained herein or therein relating to the preferred shares, including in the form of ADSs, has been released, issued or distributed to the public in France except to qualified investors (investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d’investisseurs) mentioned above.

Germany

The preferred shares, including in the form of ADSs, will not be offered, sold or publicly promoted or advertised in the Federal Republic of Germany other than in compliance with the German Securities Prospectus Act (Gesetz uber die Erstellung, Billigung und Veroffentlichung des Prospekts, der beim offentlicken Angebot von Wertpapieren oder bei der Zulassung von Wertpapieren zum Handel an einem organisierten Markt zu veroffenlichen ist—Wertpapierprospektgesetz) as of June 22, 2005, effective as of July 1, 2005, as amended, or any other laws and regulations applicable in the Federal Republic of Germany governing the issue, offering and sale of securities. No selling prospectus (Verkaufsprospeckt) within the meaning of the German Securities Selling Prospectus Act has been or will be registered within the Financial Supervisory Authority of the Federal Republic of Germany or otherwise published in Germany.

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Ireland

The preferred shares, including in the form of ADSs, will not be placed in or involving Ireland otherwise than in conformity with the provisions of the Intermediaries Act 1995 of Ireland (as amended) including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and the codes of conduct made under Section 37 thereof.

Italy

The offering of the preferred shares, including in the form of ADSs, has not been registered pursuant to Italian securities legislation and, accordingly, no preferred shares, including in the form of ADSs, may be offered or sold in the Republic of Italy in a solicitation to the public, and sales of the preferred shares, including in the form of ADSs, in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation.

No offer, sale or delivery of the preferred shares, including in the form of ADSs, or distribution of copies of any document relating to the preferred shares, including in the form of ADSs, will be made in the Republic of Italy except: (a) to “Professional Investors”, as defined in Article 31.2 of Regulation No. 11522 of 1 July 1998 of the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa), or the CONSOB, as amended, or CONSOB Regulation No. 11522, pursuant to Article 30.2 and 100 of Legislative Decree No. 58 of 24 February 1998, as amended, or the Italian Financial Act; or (b) in any other circumstances where an express exemption from compliance with the solicitation restrictions applies, as provided under the Italian Financial Act or Regulation No. 11971 of 14 May 1999, as amended.

Any such offer, sale or delivery of the preferred shares, including in the form of ADSs, or any document relating to the preferred shares, including in the form of ADSs, in the Republic of Italy must be: (i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, the Italian Financial Act, CONSOB Regulation No. 11522 and any other applicable laws and regulations; and (ii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Investors should also note that, in any subsequent distribution of the preferred shares, including in the form of ADSs, in the Republic of Italy, Article 100-bis of the Italian Financial Act may require compliance with the law relating to public offers of securities. Furthermore, where the preferred shares, including in the form of ADSs, are placed solely with professional investors and are then systematically resold on the secondary market at any time in the 12 months following such placing, purchasers of preferred shares, including in the form of ADSs, who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose premises the preferred shares, including in the form of ADSs, were purchased, unless an exemption provided for under the Italian Financial Act applies.

Netherlands

The preferred shares, including in the form of ADSs, may not be offered, sold, transferred or delivered, in or from the Netherlands, as part of the initial distribution or as part of any reoffering, and neither this prospectus nor any other document in respect of the international offering may be distributed in or from the Netherlands, other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade (which includes banks, investment banks, securities firms, insurance companies, pension funds, other institutional investors and treasury departments and finance companies of large enterprises), in which case, it must be made clear upon making the offer and from any documents or advertisements in which a forthcoming offering of preferred shares, including in the form of ADSs, is publicly announced that the offer is exclusively made to said individuals or legal entities.

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Portugal

No document, circular, advertisement or any offering material in relation to the preferred shares, including in the form of ADSs, has been or will be subject to approval by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários), or the CMVM. No preferred shares, including in the form of ADSs, may be offered, re-offered, advertised, sold, re-sold or delivered in circumstances which could qualify as a public offer (oferta pública) pursuant to the Portuguese Securities Code (Código dos Valores Mobiliários), and/or in circumstances which could qualify the issue of the preferred shares, including in the form of ADSs, as an issue or public placement of securities in the Portuguese market. This prospectus and any document, circular, advertisements or any offering material may not be directly or indirectly distributed to the public. All offers, sales and distributions of the preferred shares, including in the form of ADSs, have been and may only be made in Portugal in circumstances that, pursuant to the Portuguese Securities Code, qualify as a private placement (oferta particular), all in accordance with the Portuguese Securities Code. Pursuant to the Portuguese Securities Code, the private placement in Portugal or to Portuguese residents of the preferred shares, including in the form of ADSs, by public companies (sociedades abertas) or by companies that are issuers of securities listed on a market must be notified to the CMVM for statistical purposes. Any offer or sale of the preferred shares, including in the form of ADSs, in Portugal must comply with all applicable provisions of the Portuguese Securities Code and any applicable CMVM Regulations and all relevant Portuguese laws and regulations. The placement of the preferred shares, including in the form of ADSs, in the Portuguese jurisdiction or to any entities which are resident in Portugal, including the publication of a prospectus, when applicable, must comply with all applicable laws and regulations in force in Portugal and with the Prospectus Directive, and such placement shall only be performed to the extent that there is full compliance with such laws and regulations.

Spain

The preferred shares, including in the form of ADSs, have not been registered with the Spanish National Commission for the Securities Market and, therefore, no preferred shares, including in the form of ADSs may be publicly offered, sold or delivered, nor any public offer in respect of the preferred shares, including in the form of ADSs, made, nor may any prospectus or any other offering or publicity material relating to the preferred shares, including in the form of ADSs, be distributed in Spain by the international agents or any person acting on their behalf, except in compliance with Spanish laws and regulations.

Switzerland

This prospectus, as well as any other material relating to the preferred shares, including in the form of ADSs, which are the subject of the international offering contemplated by this prospectus, do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. The preferred shares, including in the form of ADSs, will not be listed on the SWX Swiss Exchange and, therefore, the documents relating to the preferred shares, including in the form of ADSs, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of the SWX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SWX Swiss Exchange. The preferred shares, including in the form of ADSs, are being offered in Switzerland by way of a private placement, (i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the preferred shares, including in the form of ADSs, with the intention to distribute them to the public). The investors will be individually approached by the international underwriters from time to time. This document, as well as any other material relating to the preferred shares, including in the form of ADSs, is personal and confidential and do not constitute an offer to any other person. This document may only be used by those investors to whom it has been provided in connection with the international offering described herein and may neither directly nor indirectly be distributed or made available to other persons without our express consent. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

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Australia

This prospectus is not a formal disclosure document and has not been, nor will it be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the preferred shares, including in the form of ADSs.

The preferred shares, including in the form of ADSs, are not being offered in Australia to “retail clients” as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). The international offering is being made in Australia solely to “wholesale clients” for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the preferred shares, including in the form of ADSs, has been, or will be, prepared.

This prospectus does not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for the preferred shares, including in the form of ADSs, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus is not a wholesale client, no offer of, or invitation to apply for, the preferred shares, including in the form of ADSs, shall be deemed to be made to such recipient and no applications for the preferred shares, including in the form of ADSs, will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for the preferred shares, including in the form of ADSs, you undertake to us that, for a period of 12 months from the date of issue of the preferred shares, including in the form of ADSs, you will not transfer any interest in the preferred shares, including in the form of ADSs, to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.

China

The preferred shares, including in the form of ADSs, may not be offered or sold directly or indirectly to the public in the People’s Republic of China (China) and neither this prospectus, which has not been submitted to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to the preferred shares, including in the form of ADSs, may be supplied to the public in China or used in connection with any offer for the subscription or sale of preferred shares, including in the form of ADSs, to the public in China. The preferred shares, including in the form of ADSs, may only be offered or sold to China-related organizations which are authorized to engage in foreign exchange business and offshore investment from outside of China. Such China-related investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations. For the purpose of this paragraph, China does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Hong Kong

This prospectus has not been reviewed or approved by or registered with any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. No person may offer or sell in Hong Kong, by means of any document, any preferred shares, including in the form of ADSs, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer or invitation to the public within the meaning of that Companies Ordinance. No person may issue or have in its

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possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the preferred shares, including in the form of ADSs, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to preferred shares, including in the form of ADSs, which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder or to any persons in the circumstances referred to in paragraph (ii) above.

Japan

The preferred shares, including in the form of ADSs, have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and, accordingly, no offer or sale of any preferred shares, including in the form of ADSs, directly or indirectly, will be made in Japan or to, or for the benefit of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. For purposes of this paragraph, “resident of Japan” shall have the meaning as defined under the Foreign Exchange and Foreign Trade Law of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore, or MAS under the Securities and Futures Act, Chapter 289 of Singapore, or the Securities and Futures Act. Accordingly, the preferred shares, including in the form of ADSs, may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of such preferred shares, including in the form of ADSs, be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Each of the following relevant persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased preferred shares, including in the form of ADSs, namely a person who is: (i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, should note that shares, debentures and preferred shares of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired the preferred shares, including in the form of ADSs, under Section 275 of the Securities and Futures Act except:

• to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person defined in Section 275(2) of the Securities and Futures Act, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act;

• where no consideration is or will be given for the transfer;

• by operation of law; or

• as specified in Section 276(7) of the Securities and Futures Act.

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South Korea

The preferred shares, including in the form of ADSs, have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea under the Financial Investment Services and Capital Markets Act, or the FSCMA. The preferred shares, including in the form of ADSs, may not be offered, sold or delivered, or offered or sold for re-offering or resale, directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transaction Law of Korea, or FETL) other than the Accredited Investors (as such term is defined in Article 11 of the Presidential Decree of the FSCMA), for a period of one year from the date of issuance of the preferred shares, including in the form of ADSs, except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the FETL and the decrees and regulations thereunder. The preferred shares, including in the form of ADSs, may not be resold to Korean residents unless the purchaser of the Shares complies with all applicable regulatory requirements (including but not limited to government reporting requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of the preferred shares, including in the form of ADSs.

Kuwait

The preferred shares, including in the form of ADSs, have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the preferred shares, including in the form of ADSs, in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the international underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the international underwriters to obtain copies of this prospectus are required by us and the international underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the preferred shares, including in the form of ADSs.

Qatar

This global offering of preferred shares, including in the form of ADSs, does not constitute a public offer of securities in the State of Qatar under Law No. 5 of 2002 (the Commercial Companies Law). The preferred shares, including in the form of ADSs, are only being offered to a limited number of investors who are willing and able to conduct an independent investigation of the risks involved in an investment in such preferred shares, including in the form of ADSs, or have sufficient knowledge of the risks involved in an investment in such preferred shares, including in the form of ADSs, or are benefiting from preferential terms under a directed share program for directors, officers and employees. No transaction will be concluded in the jurisdiction of the State of Qatar.

United Arab Emirates

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED ARAB EMIRATES (EXCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE)

The preferred shares, including in the form of ADSs, have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (U.A.E.) other than in compliance with the laws of the U.A.E. Prospective investors in the Dubai International Financial Centre should have regard to the specific notice to prospective investors in the Dubai International Financial Centre set out below. The information contained in this prospectus does not constitute a public offer of the preferred shares, including in the form of ADSs, in the U.A.E. in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or the Dubai Financial Services Authority, or DFSA. If you do not understand the contents of this prospectus you should consult an authorized financial adviser. This prospectus is provided for the benefit of the recipient only, and should not be delivered to, or relied on by, any other person.

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The Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The preferred shares, including in the form of ADSs, to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the preferred shares, including in the form of ADSs, offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor) who acquires the preferred shares or ADSs pursuant to the offering should note that the offer of the preferred shares, including in the form of ADSs, is an exempt offer under sub-paragraph (3) of paragraph (a) of Article 16 of the “Offer of Securities Regulations” as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated October 4, 2004 and amended by the resolution of the Board of Capital Market Authority resolution number 1-33-2004 dated December 21, 2004 (the KSA Regulations). The preferred shares, including in the form of ADSs, may be offered to no more than 60 Saudi Investors and the minimum amount payable per Saudi Investor must not be less than Saudi Riyal (SR) 1 million or an equivalent amount. The offer of preferred shares, including in the form of ADSs, is therefore exempt from the public offer provisions of the KSA Regulations, but is subject to the following restrictions on secondary market activity: (a) A Saudi Investor (the transferor) who has acquired preferred shares, including in the form of ADSs, pursuant to this exempt offer may not offer or sell preferred shares, including in the form of ADSs, to any person (referred to as a transferee) unless the price to be paid by the transferee for such preferred shares, including in the form of ADSs, equals or exceeds SR1 million. (b) If the provisions of paragraph (a) cannot be fulfilled because the price of the preferred shares, including in the form of ADSs, being offered or sold to the transferee has declined since the date of the original exempt offer, the transferor may offer or sell the preferred shares, including in the form of ADSs, to the transferee if their purchase price during the period of the original exempt offer was equal to or exceeded SR1 million. (c) If the provisions of paragraphs (a) and (b) cannot be fulfilled, the transferor may offer or sell the preferred shares, including in the form of ADSs, if he/she sells his entire holding of the preferred shares, including in the form of ADSs, to one transferee.

Argentina

This prospectus has not been registered with the Argentine securities regulatory authority (Comisión Nacional de Valores) and may not be offered publicly in Argentina. The prospectus may not be publicly distributed in Argentina, and neither we nor the international underwriters will solicit the public in Argentina in connection with this prospectus.

Colombia

The preferred shares, including in the form of ADSs, have not been and will not be registered on the Colombian National Registry of Securities and Issuers or in the Colombian Stock Exchange. Therefore, the preferred shares, including in the form of ADSs, may not be publicly offered in Colombia. This material is for your sole and exclusive use as a determined entity, including any of your shareholders, administrators or employees, as applicable. You acknowledge the Colombian laws and regulations (specifically foreign exchange and tax regulations) applicable to any transaction or investment consummated pursuant hereto and represent that you are the sole liable party for full compliance with any such laws and regulations.

215

Mexico

The preferred shares, including in the form of ADSs, have not been registered in Mexico with the Securities Section (Sección de Valores) of the National Securities Registry (Registro Nacional de Valores) maintained by the Comisión Nacional Bancaria y de Valores, and that no action has been or will be taken that would permit the offer or sale of the preferred shares, including in the form of ADSs, in Mexico absent an available exemption under Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores).

Peru

The preferred shares, including in the form of ADSs, have not been and will not be approved by or registered with the Peruvian securities regulatory authority, the Superintendency of the Securities Market (Superintendencia del Mercado de Valores). However, the preferred shares, including in the form of ADSs, have been registered with the Superintendency of Banking, Insurance and Private Pension Funds (Superintendencia de Bancos, Seguros y Administradoras Privadas de Fondos de Pensiones) in order to be offered or sold in private placement transactions addressed to Peruvian institutional investors such as Peruvian private pension funds.

Chile

The preferred shares, including in the form of ADSs, are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the preferred shares, including in the form of ADSs, do not constitute a public offer of, or an invitation to subscribe for or purchase, the preferred shares, including in the form of ADSs, in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not “addressed to the public at large or to a certain sector or specific group of the public”).

La oferta de los valores comienza el [—] y está acogida a la Norma de Carácter General 336 de fecha 27 de Junio de 2012 de la Superintendencia de Valores y Seguros de Chile. La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la SVS, por lo que los valores no están sujetos a la fiscalización de dicho organismo. Por tratarse de valores no inscritos, no existe obligación por parte del emisor de entregar en Chile información pública respecto de los valores. Estos valores no pueden ser objeto de oferta pública a menos que sean inscritos en el Registro de Valores correspondiente.

216

EXPENSES OF THE GLOBAL OFFERING

We estimate that our expenses in connection with the international offering, other than underwriting discounts and commissions, will be as follows:

Expenses	Amount (in U.S. dollars)
Securities and Exchange Commission registration fee	US$	[	—]
NYSE listing fee	US$	[	—]
Financial Industry Regulatory Authority filing fee	US$	[	—]
Printing and engraving expenses	US$	[	—]
Legal fees and expenses	US$	[	—]
Accounting fees and expenses	US$	[	—]
Miscellaneous costs	US$	[	—]
Total	US$	[	—]

All amounts in the table are estimated except the Securities and Exchange Commission registration fee, the NYSE listing fee and the Financial Industry Regulatory Authority (FINRA) filing fee. The depositary has agreed to pay some of these expenses on our behalf, subject to the closing of the international offering. [—] will pay a total of [—] in respect of underwriting discounts and commissions and certain expenses of the offering, assuming full exercise of the over allotment option.

217

VALIDITY OF SECURITIES

The validity of the ADSs and certain matters of U.S. law will be passed upon for us by Shearman & Sterling LLP, New York, New York. The validity of the preferred shares and other matters governed by Brazilian law will be passed upon for us by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, São Paulo, Brazil. The underwriters have been represented by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, and Machado, Meyer, Sendacz e Opice Advogados, São Paulo, Brazil.

218

EXPERTS

The consolidated financial statements of Azul as of December 31, 2013, 2012 and 2011, and for each of the three years in the period ended December 31, 2013, appearing in this prospectus and related registration statement have been audited by Ernst & Young Auditores Independentes S.S., independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of TRIP as of November 30, 2012 and December 31, 2011, 2010 and January 1, 2010 and for the period from January 1, 2012 to November 30, 2012 and for the years ended December 31, 2011 and 2010, appearing in this registration statement have been audited by Ernst & Young Auditores Independentes S.S., independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

219

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

Upon completion of this global offering we will be subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http: //www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we will be required to file annual reports on Form 20-F within the time period required by the SEC, which is currently four months from December 31, the end of our fiscal year. As a foreign private issuer, we are exempt from Exchange Act rules regarding proxy statements and short-swing profits.

We will provide the depositary with annual reports in English, which will include a review of operations and annual audited consolidated financial statements prepared in accordance with IFRS.

You may request a copy of our SEC filings, at no cost, by contacting us at our headquarters at Edifício Jatobá, 8^th floor, Castelo Branco Office Park, Avenida Marcos Penteado de Ulhôa Rodrigues, 939, Tamboré, Barueri, São Paulo, Brazil, or by phone at the number +55 (11) 4831-2880, Attention: Investor Relations Department.

220

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of Brazil. Substantially all of our directors and officers and certain of the experts named herein are non-U.S. residents, and all or a significant portion of the assets of those persons may be, and the most significant portion of our assets are, located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon those persons or to enforce against them or against us in U.S. courts judgments predicated upon civil liability provisions of the U.S. federal or state securities laws.

One of our subsidiaries, Canela Investments LLC, is a limited liability company incorporated under Delaware law. Canela Investments LLC is the parent company of nine aircraft operating companies, each of which is also incorporated in Delaware, that finance and operate a total of 20 of our aircraft. Judgments against us could be enforced against these U.S. assets.

A judgment obtained outside Brazil against us, the Selling Shareholders, our directors and officers, or the experts named in this prospectus, would be enforceable in Brazil, without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice. That confirmation will occur if the foreign judgment (i) fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted; (ii) is issued by a court of competent jurisdiction after proper service of process was made in accordance with Brazilian law; (iii) is not subject to appeal; (iv) is for the payment of a sum certain; (v) is authenticated by a Brazilian consular office in the country where the foreign judgment was issued and is accompanied by a sworn translation into Portuguese; and (vi) is not contrary to Brazilian national sovereignty, public policy or public morality.

In addition, a plaintiff, whether Brazilian or non-Brazilian, that resides outside Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that could secure payment. This bond must be sufficient to satisfy the payment of court fees and defendant attorney’s fees, as determined by the Brazilian judge, except in the case of the enforcement of foreign judgments that have been duly confirmed by the Brazilian Superior Tribunal de Justiçia. Notwithstanding the foregoing, we cannot assure you that confirmation of any judgment will be obtained, or that the process described above can be conducted in a timely manner.

In addition, under the regulations of the Level 2 segment of BM&FBOVESPA, any disputes involving us, any shareholder, officer and/or director of ours relating to or derived mainly from the enforceability, validity, applicability, interpretation, breach and its effects, of the provisions of the Brazilian corporate law, our bylaws, the rules published by the CMN, the Central Bank, the CVM, and other rules applicable to the Brazilian capital markets in general, including the Level 2 rules, the Level 2 listing agreement, the Level 2 sanctions regulation and the rules of the Market Arbitration Chamber of the BM&FBOVESPA must be submitted to arbitration conducted in accordance with rules of the Market Arbitration Chamber of BM&FBOVESPA.

We have appointed National Corporate Research, Ltd. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

221

INDEX TO FINANCIAL STATEMENTS

	Page no.
Unaudited Interim Condensed Financial Statements of Azul S.A.
Unaudited Interim Consolidated Statements of Financial Position as of September  30, 2014 and December 31, 2013		F-4
Unaudited Interim Consolidated Statements of Operations for the Three and Nine Months Ended September  30, 2014 and 2013		F-5
Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2014 and 2013		F-7
Unaudited Interim Consolidated Statements of Changes in Equity for the Nine Months Ended September  30, 2014 and 2013		F-8
Unaudited Interim Consolidated Statements of Cash Flows for the Nine Months Ended September  30, 2014 and 2013		F-9
Notes to the Interim Condensed Consolidated Financial Statements		F-10
Audited Consolidated Financial Statements of Azul S.A.
Report of Independent Registered Public Accounting Firm		F-41
Consolidated Statements of Financial Position as of December 31, 2013, 2012 and 2011		F-42
Consolidated Statement of Operations for the Years Ended December 31, 2013, 2012 and 2011		F-43
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December  31, 2013, 2012 and 2011		F-44
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2012 and 2011		F-45
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011		F-46
Notes to the Consolidated Financial Statements		F-47
Audited Financial Statements of TRIP Linhas Aéreas S.A.
Independent Auditors’ Report		F-109
Statements of Financial Position as of November 30, 2012 and December 31, 2011,  December 31, 2010 and January 1, 2010		F-111
Statements of Operations for the Eleven Months Ended November  30, 2012 and for the Years Ended December 31, 2011 and 2010		F-112
Statements of Comprehensive Income (Loss) for the Eleven Months Ended November  30, 2012 and for the Years Ended December 31, 2011 and 2010		F-113
Statements of Changes in Equity for the Eleven Months Ended November 30, 2012 and for the Years Ended December 31, 2011 and 2010		F-114
Statements of Cash Flows for the Eleven Months Ended November  30, 2012 and for the Years Ended December 31, 2011 and 2010		F-115
Notes to Financial Statements		F-116

F-1

Interim

Condensed Financial Statements

Azul S.A.

September 30, 2014

F-2

Azul S.A.

Interim condensed financial statements

September 30, 2014

Contents

Interim financial statements
Interim consolidated statements of financial position	F-4
Interim consolidated statements of operations	F-5
Interim consolidated statements of comprehensive income (loss)	F-7
Interim consolidated statements of changes in equity	F-8
Interim consolidated statements of cash flows	F-9
Notes to the interim condensed consolidated financial statements	F-10

F-3

Azul S.A.

Interim consolidated statements of financial position

September 30, 2014 and December 31, 2013

(In thousands of Brazilian reais)

	September 30, 2014			December 31, 2013
Assets
Current assets
Cash and cash equivalents		348,022			546,283
Short-term investments (Note 5)		403,355			110,591
Restricted investments		94,802			89,242
Trade and other receivables		570,515			431,625
Inventories		79,735			84,971
Taxes recoverable		25,946			3,117
Derivative financial instruments (Note 14)		20,062			3,926
Prepaid expenses		55,121			53,022
Other current assets		20,733			21,629
Total current assets		1,618,291			1,344,406
Non-current assets
Restricted investments		67,490			68,241
Security deposits and maintenance reserves (Note 7)		647,276			501,331
Prepaid expenses		52,324			44,903
Other non-current assets		133,224			136,733
Property and equipment (Note 8)		2,773,538			2,633,840
Intangible assets		889,470			883,330
Total non-current assets		4,563,322			4,268,378
Total assets		6,181,613			5,612,784
Liabilities and equity
Current liabilities
Loans and financing (Note 11)		512,575			783,806
Accounts payable		707,569			693,994
Air traffic liability		766,968			611,741
Salaries, wages and benefits		199,968			157,358
Insurance premiums payable		160			24,430
Taxes payable		79,926			94,142
Federal installment payment program (Note 9)		26,118			—
Derivative financial instruments (Note 14)		10,670			26,789
Other financial liabilities (Note 14)		261,395			239,411
Total current liabilities		2,565,349			2,631,671
Non-current liabilities
Loans and financing (Note 11)		2,858,467			2,250,889
Derivative financial instruments (Note 14)		83,889			79,672
Deferred income taxes (Note 10)		72,500			76,875
Federal installment payment program (Note 9)		90,803			—
Provision for tax, civil and labor risks (Note 18)		68,577			74,415
Provision for return of aircrafts and engines (Note 12)		26,727			22,949
Total non-current liabilities		3,200,963			2,504,800
Equity
Issued capital		473,969			473,969
Capital reserve		518,356			514,903
Accumulated other comprehensive loss		(36,320	)		(35,023	)
Accumulated losses		(540,704	)		(477,536	)
		415,301			476,313
Total liabilities and equity		6,181,613			5,612,784

The accompanying notes are an integral part of these financial statements.

F-4

Azul S.A.

Interim consolidated statements of operations

Three months ended September 30, 2014 and 2013

(In thousands of Brazilian reais, except income (loss) per share)

	Three months ended
	September 30, 2014			September 30, 2013
Operating revenue
Passenger revenue		1,302,847			1,251,169
Other revenue		167,070			135,978
Total revenue		1,469,917			1,387,147
Operating expenses
Aircraft fuel		(488,569	)		(469,333	)
Salaries, wages and benefits		(238,875	)		(212,193	)
Aircraft and other rent		(164,574	)		(141,951	)
Landing fees		(80,379	)		(75,641	)
Traffic and customer servicing		(59,907	)		(54,197	)
Sales and marketing		(58,983	)		(56,330	)
Maintenance materials and repairs		(93,002	)		(79,359	)
Depreciation and amortization		(49,442	)		(51,704	)
Other operating expenses		(113,084	)		(110,226	)
		(1,346,815	)		(1,250,934	)
Operating income		123,102			136,213
Financial result
Financial income		9,508			66,991
Financial expense		(121,256	)		(81,826	)
Derivative financial instruments, net		30,335			(2,089	)
Foreign currency exchange, net		(68,210	)		(9,681	)
Net income (loss) before income tax and social contribution		(26,521	)		109,608
Income tax and social contribution		—			(17,179	)
Deferred income tax and social contribution		1,420			1,488
Net income (loss)		(25,101	)		93,917
Basic net income (loss) per common share—R$ (Note 13)		0.00			0.01
Diluted net income (loss) per common share—R$ (Note 13)		0.00			0.01
Basic net income (loss) per preferred share—R$ (Note 13)		(0.27	)		1.05
Diluted net income (loss) per preferred share—R$ (Note 13)		(0.26	)		1.03

The accompanying notes are an integral part of these financial statements.

F-5

Azul S.A.

Interim consolidated statements of operations (Continued)

Nine months ended September 30, 2014 and 2013

(In thousands of Brazilian reais, except income (loss) per share)

	Nine months ended
	September 30, 2014			September 30, 2013
Operating revenue
Passenger revenue		3,762,420			3,437,087
Other revenue		481,464			392,323
Total revenue		4,243,884			3,829,410
Operating expenses
Aircraft fuel		(1,435,959	)		(1,308,181	)
Salaries, wages and benefits		(739,340	)		(584,850	)
Aircraft and other rent		(485,337	)		(379,542	)
Landing fees		(232,931	)		(208,863	)
Traffic and customer servicing		(171,390	)		(152,755	)
Sales and marketing		(175,397	)		(155,425	)
Maintenance materials and repairs		(269,782	)		(252,728	)
Depreciation and amortization		(151,212	)		(147,703	)
Other operating expenses		(327,657	)		(310,998	)
		(3,989,005	)		(3,501,045	)
Operating income		254,879			328,365
Financial result
Financial income		27,665			15,705
Financial expense		(320,260	)		(231,031	)
Derivative financial instruments, net		(1,242	)		(8,353	)
Foreign currency exchange, net		(28,585	)		(72,355	)
Net income (loss) before income tax and social contribution		(67,543	)		32,331
Income tax and social contribution (Note 10)		—			(57,014	)
Deferred income tax and social contribution (Note 10)		4,375			4,477
Net loss		(63,168	)		(20,206	)
Basic net loss per common share—R$ (Note 13)		(0.01	)		(0.01	)
Diluted net loss per common share—R$ (Note 13)		(0.01	)		(0.01	)
Basic net loss per preferred share—R$ (Note 13)		(0.68	)		(0.23	)
Diluted net loss per preferred share—R$ (Note 13)		(0.66	)		(0.22	)

The accompanying notes are an integral part of these financial statements.

F-6

Azul S.A.

Interim consolidated statements of comprehensive income (loss)

Three months and nine months ended September 30, 2014 and 2013

(In thousands of Brazilian reais)

	For the three months ended September 30,
	2014			2013
Net income (loss)		(25,101	)		93,917
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Changes in fair value of cash flow hedges		(2,925	)		(539	)
Total comprehensive income (loss)		(28,026	)		93,378

	For the nine  months ended September 30,
	2014			2013
Net loss		(63,168	)		(20,206	)
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Changes in fair value of cash flow hedges		(1,297	)		3,653
Total comprehensive loss		(64,465	)		(16,553	)

The accompanying notes are an integral part of these financial statements.

F-7

Azul S.A.

Interim consolidated statements of changes in equity

Nine months ended September 30, 2014 and 2013

(In thousands of Brazilian reais)

	Issued capital		Capital reserve		Accumulated other comprehensive loss (cash flow hedge reserve)			Accumulated losses			Total
December 31, 2012		473,968		414,897		(39,587	)		(498,247	)		351,031
Share-based payment		—		1,170		—			—			1,170
Total comprehensive loss		—		—		3,653			(20,206	)		(16,553	)
September 30, 2013		473,968		416,067		(35,934	)		(518,453	)		335,648

	Issued capital		Capital reserve		Accumulated other comprehensive loss (cash flow hedge reserve)			Accumulated losses			Total
December 31, 2013		473,969		514,903		(35,023	)		(477,536	)		476,313
Share-based payment		—		3,453		—			—			3,453
Total comprehensive loss		—		—		(1,297	)		(63,168	)		(64,465	)
September 30, 2014		473,969		518,356		(36,320	)		(540,704	)		415,301

The accompanying notes are an integral part of these financial statements.

F-8

Azul S.A.

Interim consolidated statements of cash flows

Nine months ended September 30, 2014 and 2013

(In thousands of Brazilian reais)

	For the nine months  ended September 30,
	2014			2013
Cash flows from operating activities
Net loss		(63,168	)		(20,206	)
Adjustments to reconcile net loss to cash flows provided by (used in) operating activities
Depreciation and amortization		151,212			147,703
Write-off of fixed and intangibles assets		43,253			15,697
Results from derivative financial instruments		(2,037	)		7,785
Share-based payment expenses		3,453			1,170
Interest and exchange variations on assets and liabilities		248,572			248,615
Allowance for doubtful accounts, net		(77	)		(646	)
Provision for tax, civil and labor risks (note 18)		(5,838	)		27,274
Provision for obsolescence		796			3,657
Provision for return of aircrafts and engines (note 12)		3,778			5,972
Changes in operating assets and liabilities
Trade and other receivables		(138,813	)		(46,811	)
Inventories		4,440			(20,673	)
Security deposits and maintenance reserves		(111,846	)		(124,257	)
Prepaid expenses		(9,520	)		(10,742	)
Recoverable taxes		(22,829	)		19,429
Other assets		4,405			(22,192	)
Accounts payables		13,575			135,759
Salaries, wages and benefits		42,610			52,797
Insurance premiums payable		(24,270	)		(22,201	)
Taxes payable		(14,216	)		(9,710	)
Federal installment payment program		116,921			—
Air traffic liability		155,227			8,577
Deferred income tax and social contribution		(4,375	)		(4,477	)
Other financial liabilities		—			(5,564	)
Interest paid		(187,210	)		(146,212	)
Net cash provided by operating activities		204,043			240,744
Cash flows from investing activities
Short-term investments
Purchase of short-term investments		(658,359	)		—
Sale of short-term investments		368,975			495
Restricted investments		(4,809	)		(35,433	)
Restricted cash		—			84,288
Capital expenditure		(340,303	)		(370,360	)
Net cash used in investing activities		(634,496	)		(321,010	)
Cash flows from financing activities
Loans
Proceeds		454,919			420,095
Repayment		(835,093	)		(354,267	)
Debentures
Proceeds		1,087,366			300,000
Repayment		(475,000	)		(320,169	)
Sales and leaseback		—			(5,811	)
Net cash provided by financing activities		232,192			39,848
Decrease in cash and cash equivalents		(198,261	)		(40,418	)
Cash and cash equivalents at the beginning of the period		546,283			271,116
Cash and cash equivalents at the end of the period		348,022			230,698

The accompanying notes are an integral part of these financial statements.

F-9

Azul S.A.

Notes to the interim condensed consolidated financial statements

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

1. Operations

Azul S.A (the “Company”) is a corporation headquartered at Av. Marcos Penteado de Ulhôa Rodrigues, 939, in the city of Barueri, in the state of São Paulo, Brazil. The Company was incorporated on January 3, 2008 and is a holding company for providers of airline passenger and cargo services. Details of subsidiaries are shown below:

a) Azul Linhas Aéreas Brasileiras S.A. (“ALAB”), a 100% owned subsidiary incorporated on January 3, 2008, has operated passenger and cargo air transportation in Brazil since beginning operations on December 15, 2008.

b) On February 28, 2008, the Company acquired 100% of the equity in a special purpose entity, Canela Investments LLC (“Canela”), headquartered in the state of Delaware, United States of America, which was incorporated for acquiring aircraft abroad and leasing them to ALAB.

c) On May 25, 2012, the shareholders of TRIP Linhas Aéreas S.A. (“TRIP”) and Company signed an agreement for the acquisition of 100% of the share capital of TRIP by Company. TRIP was a company that operates passenger and cargo air transportation in Brazil and was founded on February 18, 1997.

On November 22, 2012, the Brazilian National Civil Aviation Agency (“ANAC”) approved the acquisition of TRIP by the Company, which became the 100% shareholder of TRIP. At November 30, 2012, the Company took control of TRIP.

The Council of the Administrative Council Economic Defense (“CADE”) approved the acquisition on March 6, 2013, however, this approval requirement was perfunctory for the purposes of assessing control given that pre-approval by the CADE Council and approval by ANAC had already occurred.

On June 25, 2013 the Extraordinary Shareholder’s Meeting, approved the change of name of TRIP Linhas Aéreas S.A. to TRIP Serviços de Suporte Aéreo S.A. (“TRIP”) whose corporate purpose, is basically the operation of complementary activities of air transport services.

On May 14, 2014 ANAC granted permission for the spin-off of TRIP and merger of the net assets into ALAB, which became effective on June 1, 2014.

d) On July 10, 2014, the Company acquired 100% of the equity in a special purpose entity, Azul Finance LLC (“Azul Finance”), headquartered in the state of Delaware, United States of America, which was incorporated for acquiring aircraft abroad and leasing them to ALAB.

2. Basis of presentation of financial statements

The interim condensed consolidated financial statements were approved in the board of directors meeting held on October 17, 2014.

The interim condensed consolidated financial statements were prepared in Brazilian Reais, which is the functional currency of the Company. The interim condensed consolidated financial statements were prepared in accordance with the IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

The Company has adopted, when applicable, all standards and interpretations issued by the IASB, the International Financial Reporting Standards (IFRS) and Interpretations Committee that were in effect on September 30, 2014. The interim financial statements were prepared using the historical cost basis, except for valuation of certain financial instruments which are measured at fair value.

F-10

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies

The interim condensed consolidated financial statements have been prepared based on the same accounting practices described in Note n° 3 of the consolidated financial statements at December 31, 2013.

In the opinion of management, these interim condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013.

4. Significant accounting judgments, assumptions and estimates

The interim consolidated financial statements were prepared based on the same significant accounting judgments, assumptions and estimates described in Note nº 4 of the consolidated financial statements at December 31, 2013, which should be read in conjunction with these statements.

5. Short-term investments

Investments were comprised of:

	September  30, 2014		December 31, 2013
Short-term investments		14,659		110,591
Investment funds		388,696		—
		403,355		110,591

Short-term investments are comprised mainly of local investments denominated in Reais, and foreign bonds denominated in US dollars. The term maturity of the local investments is 90 days, with daily interest accrual of 90.0% to 102.5% of the Brazilian Interbank Deposit Certificate Interest Rate (“CDI”). The term of foreign bonds is six years, with semi-annual interest payment at a fixed rate of 8.75% p.a.

Investment funds are comprised of Brazilian government bonds and bank notes, denominated in Reais, with first-rate financial institutions (deposit certificates) and debentures issued by triple A risk companies bearing an accumulated interest rate of 105.2% of the CDI rate. Government bonds are comprised of National Treasury Bills (“LTN”), National Financial Bills (“LFT”) and National Treasury Notes (“NTN”).

6. Related parties

a) Transactions and balances

The Company was party to two loans provided by Cia Bozano, one of the Company’s shareholders, for the total principal amount of R$120,000. Through the Private Placement, which occurred on December 27, 2013, in a non-cash transaction, this debt was reduced by R$74,941. This amount corresponds to the issuance of 749,409 preferred shares, which is equivalent to an increase of 0.14% of their participation in authorized capital of the Company. During the nine months ended September 30, 2014 the loans were paid in full.

F-11

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

6. Related parties (Continued)

b) Compensation of key management personnel

Key management persons include board of director members, officers and executive committee members. The compensation paid or payable to officers and directors services is as follows:

	For the nine months ended September 30,
	2014		2013
Salaries and wages		17,600		10,729
Bonus		8,754		7,090
		26,354		17,819

The executives of the Company participate in the Company’s share-based compensation plan (Note 17). At September 30, 2014, executives of the Company had approximately 2,142,533 (December 31, 2013—1,911,082) vested options. The compensation expense recognized for the nine months ended September 30, 2014 was R$4,299 (September 30, 2013—R$658).

c) Rendering of services

The Company entered into an agreement with Águia Branca Participações S/A, the former parent company of TRIP, and current shareholder of the Company, for the rendering of the sharing of information technology resources during an indefinite period. The amounts to be paid under this agreement are based on the services actually rendered, which, for the nine months ended September 30, 2014 was R$424 (September 30, 2013—R$1,338).

d) TRIP partial spin-off followed by merger into ALAB

On June 25, 2013, a partial spin-off of TRIP was approved and net assets merged into ALAB, effective on June 1, 2014, in the total amount of R$294,724 liability. This merger has the aim of simplifying the management of our operational activities and to facilitate the consolidation of both companies activities, reducing administrative costs and contributing to operational efficiencies and synergies.

7. Security deposits and maintenance reserves

	September 30, 2014		December 31, 2013
Security deposits		193,679		148,395
Maintenance reserve deposits		453,597		352,936
		647,276		501,331

F-12

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

7. Security deposits and maintenance reserves (Continued)

Presented below are the changes in the maintenance reserve balance:

	R$
Balance at December 31, 2012		179,330
Additions		147,011
Write-offs		(4,264	)
Refunds		(8,319	)
Foreign exchanges variations		39,178
Balance at December 31, 2013		352,936
Additions		147,331
Write-offs		(7,016	)
Refunds		(63,398	)
Foreign exchanges variations		23,744
Balance at September 30, 2014		453,597

Presented below are the changes in the security deposits:

	R$
Balance at December 31, 2012		96,243
Additions		59,753
Refunds		(22,262	)
Foreign exchanges variations		14,661
Balance at December 31, 2013		148,395
Additions		70,296
Refunds		(35,366	)
Foreign exchanges variations		10,354
Balance at September 30, 2014		193,679

Security deposits and maintenance reserves deposits are held in US dollars and adjusted for foreign exchange variations. The security deposits are related to aircraft lease contracts and will be refunded to the Company when the aircraft is returned at the end of the lease agreement.

Our master lease agreements provide that we pay maintenance reserves to aircraft lessors to be held as collateral in advance of the performance of major maintenance activities. Maintenance reserves are reimbursable to us upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event. Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance.

At the lease inception and at each balance sheet date, we assess whether the maintenance reserve payments required by the master lease agreements are expected to be recovered through the performance of qualifying maintenance on the leased assets. Maintenance deposits expected to be recovered from lessors are reflected

F-13

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

7. Security deposits and maintenance reserves (Continued)

as prepaid maintenance deposits in the accompanying balance sheets. We assess recoverability of amounts currently on deposit with a lessor, based on a comparison to the amounts that are expected to be reimbursed at the time of the next maintenance event, and amounts not recoverable are considered additional rental expenses.

As of September 30, 2014 and December 31, 2013 we have concluded that prepaid maintenance deposits are probable of refund primarily due to the differential rate between the maintenance reserve payments and the expected cost of the related next maintenance event that the reserves serve to collateralize.

8. Property and equipment

“Aircraft and engines” refer to owned aircraft and aircraft held under finance leases. Aircraft held under financial leases have a net book value of R$289,985 as of September 30, 2014 and R$291,538 on December 31, 2013.

The Company entered into sale and leaseback of three aircraft and one engine during the nine months ended September 30, 2014. The leases backs resulting from this transaction were classified as operating leases, and a gain on sale of R$8,525 (September 30, 2013—R$17,575) was recognized in income.

The Company has a fixed limited amount for prepayments related to acquisition of certain aircraft, which as of July 2015 will be changed to a percentage of total purchase price of each aircraft. However, if the Company becomes public, this change will take place within 60 days of the IPO event date.

a) Breakdown

	September 30, 2014							December 31, 2013
	Cost		Accumulated depreciation			Net amount		Net amount
Leasehold and improvements		46,020		(14,306	)		31,714		17,079
Equipment and facilities		62,952		(25,483	)		37,469		38,075
Vehicles		2,624		(1,884	)		740		975
Furniture and fixtures		12,965		(3,966	)		8,999		9,789
Aircraft equipment		422,085		(86,059	)		336,026		266,916
Aircraft and engines		2,928,484		(608,822	)		2,319,662		2,265,968
Pre delivery payments for aircrafts		30,170		—			30,170		34,763
Property and equipment in progress		8,758		—			8,758		275
Total		3,514,058		(740,520	)		2,773,538		2,633,840

F-14

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

8. Property and equipment (Continued)

b) Changes in property and equipment balances are as follows:

	Cost
	December 31, 2013		Acquisitions		Disposals/ Written-off			Transfers			September 30, 2014
Leasehold and improvements		27,563		21,346		(2,889	)		—			46,020
Equipment and facilities		57,684		7,221		(1,953	)		—			62,952
Vehicles		2,594		30		—			—			2,624
Furniture and fixtures		13,159		1,471		(1,665	)		—			12,965
Aircraft equipment		330,922		104,946		(10,307	)		(3,476	)		422,085
Aircraft and engines		2,810,992		127,392		(51,329	)		41,429			2,928,484
Pre delivery payments for aircrafts		34,763		9,328		(13,921	)		—			30,170
Property and equipment in progress		275		47,868		(1,135	)		(38,250	)		8,758
Total		3,277,952		319,602		(83,199	)		(297	)*		3,514,058
(*)    Amount transferred to Intangible assets.

	Accumulated Depreciation
	December 31, 2013			Depreciation for the period			Disposals/ Written-off		Transfers		September 30, 2014
Leasehold and improvements		(10,484	)		(3,845	)		23		—		(14,306	)
Equipment and facilities		(19,609	)		(6,476	)		602		—		(25,483	)
Vehicles		(1,619	)		(265	)		—		—		(1,884	)
Furniture and fixtures		(3,370	)		(887	)		291		—		(3,966	)
Aircraft equipment		(64,006	)		(24,929	)		2,876		—		(86,059	)
Aircraft and engines		(545,024	)		(102,459	)		38,661		—		(608,822	)
Total		(644,112	)		(138,861	)		42,453		—		(740,520	)

For owned aircraft, we employ the built in overhaul method which results in the capitalization of engine shop visits for heavy maintenance. Under this method, the cost of major maintenance is capitalized and amortized as a component of depreciation and amortization expense until the next major maintenance event. The next major maintenance event is estimated based on the average removal times suggested by the manufacturer, and may change based on changes in aircraft utilization and changes in suggested manufacturer maintenance intervals. In addition, these assumptions can be affected by unplanned incidents that could damage a major component to a level that would require a major maintenance event prior to a scheduled maintenance event.

F-15

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

8. Property and equipment (Continued)

The amortization of deferred maintenance expenses over major maintenance expenditures and the maintenance expenses incurred in the period of nine months ended on September 30, 2014 and 2013, both representing total maintenance expenses for the period, respectively are presented as follow:

	September 30, 2014			September 30, 2013
Amortization of capitalized maintenance costs		(39,513	)		(48,857	)
Maintenance materials and repairs		(269,782	)		(252,728	)
Total		(309,295	)		(301,585	)

9. Federal installment payment program (Refis)

The Company applied to the Federal Installment Payment Program (“Refis”), established by the Laws 11,941/09 and 12,996/14, which is a tax installments payment program for federal taxes and other debts administrated by Local Government Authorities (“PGFN” and “RFB”).

The Company’s debts included in the Refis program are summarized below:

(a) Air Navigation Fees due from October 2012 to November 2013, for a total amount due of R$179,167 as of the settlement date, which was recorded in “Accounts payable”. Under the Refis program the Company will settle this liability through the payment of 180 installments, totaling R$152,785, which includes fines and interest. The difference of R$ 26,382, representing a reduction in the payment of interest and fines under the Refis program, resulted in the recognition of a gain on settlement due to the reversal of the corresponding accounts payable balance. This gain is recorded as a reduction of “Financial expenses” in the consolidated financial statement of operations. As of September 30, 2014, the Company paid an amount of R$12,372 related to this liability. The remaining balance is recorded in the “Federal Installment payment program” line item.

(b) Federal Taxes related to a lawsuit filed in 2008, for a total amount due of R$14,645 as of the settlement date, for which a provision was recorded in the “Provision for tax, civil and labor risks” account. Under the Refis program the Company will settle this liability through the payment of R$8.958, which includes fines and interest. The difference of R$5,687, representing a reduction in the payment of interest and fines under the Refis program, resulted in the recognition of a gain on settlement due to the reversal of the corresponding provision balance. This gain is recorded as a reduction of “Financial expenses” in the consolidated financial statement of operations. As of September 30, 2014, the Company paid and amount of R$1,450. The remaining balance is recorded in the “Federal Installment payment program” line item. Summarized below are the amounts involved in the Refis program:

	Original Amount		Fines		Interest		Total
Air navigation fees		127,041		15,245		10,499		152,785
Federal taxes		6,484		486		1,988		8,958
Total		133,525		15,731		12,487		161,743
Amount paid								(13,822	)
Compensation as of September 30, 2014 of tax loss carryforwards								(31,000	)
Balance at September 30, 2014								116,921
Current								26,118
Non-Current								90,803

F-16

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

9. Federal installment payment program (Refis) (Continued)

In order to apply for the Refis program the Company has to make 180 monthly payments monetarily corrected. Additionally the Company must withdraw all lawsuits related to the taxes disputes included in the program. If commitments are not honored the Company will be excluded from the Refis program and payments due will be determined based on the amounts originally due.

10. Income tax and social contribution

a) Income tax and social contribution

	Nine months ended September 30,
	2014			2013
Income (loss) before income tax and social contribution		(67,543	)		32,331
Combined tax rate		34	%		34	%
Income tax at combined tax rate		22,965			(10,993	)
Adjustments to calculate the effective tax rate:
Nondeductible loss on foreign subsidiaries		(2,525	)		(15,923	)
Utilization of tax credits losses		—			23,884
Benefit not recorded on tax losses and tax loss carryforwards as well as temporary differences(*)		(24,288	)		(54,449	)
Deferred income taxes and social contribution for the fair value adjustments of Business Combination		4,375			4,477
Permanent differences		8,973			(562	)
Other		(5,125	)		1,029
		4,375			(52,537	)
Income tax and social contribution current		—			(57,014	)
Income tax and social contribution deferred		4,375			4,477

(*) The items included on the benefit not recorded on taxes losses and on temporary differences were: nondeductible expenses related to navigation fee, expenses related to the change on the fair value of the warrant, the tax loss recorded on one of our subsidiaries, allowances/provisions and Temporary Taxation Regime—RTT (stock options, financial leasing operation, depreciation of aircrafts and engines).

The Company generated income tax expenses in 2013 due to the taxable income generated by its subsidiaries. According to the Brazilian tax legislation, taxable income generated by subsidiary cannot be compensated against tax losses from other entities within the same group.

F-17

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

10. Income tax and social contribution (Continued)

b) Deferred income taxes

	September 30, 2014			December 31, 2013
Income tax loss carryforwards		223,017			169,905
Social contribution negative base tax carryforwards		80,286			61,166
Temporary differences
Allowance for returns of aircraft and engines		8,985			5,221
Allowance for provision for tax, civil and labor risks		25,619			24,759
Tudo Azul program		(1,400	)		14,382
Aircraft finance lease		7,885			16,025
Allowance for navigation fees (legal claim)		62.908			59,555
Deferred income tax on fair value adjustments of aircrafts		(22,584	)		(23,886	)
Deferred income tax on fair value adjustments of slots		(27,947	)		(27,947	)
Other deferred income tax over business combination		(21,969	)		(25,042	)
Depreciation of aircrafts and engines		(61.954	)		(56,200	)
Others		(22.798	)		7,079
Total		250,048			225,017
Non-current liabilities		(72,500	)		(76,875	)
Items not recognized		322,548			301,892

As of September 30, 2014, deferred tax assets on loss carryforwards on income tax and social contribution in the total amount of R$322,548 (December 31, 2013—R$301,892) were not recognized.

Deferred tax liabilities and social contribution were recognized in respect to the tax effect of the fair value of the assets and liabilities acquired on the purchase of TRIP, in the amount of R$72,500.

c) Provisional Executive Measure—MP 627/13 converted into a Law

Upon the implementation of IFRS in Brazil, a Transitory Tax Regime (“TTR”) was issued which stated that any changes introduced as a result of the implementation of IFRS should be neutral from a tax perspective.

In November 2013, the Provisional Executive Order No. 627 (“MP 627”) was released, aiming to harmonize the rules that govern federal taxes with the accounting criteria and as a result the provisions of the TTR were terminated. The new tax regime may be voluntarily adopted as of January 1, 2014 and is mandatorily effective on January 1, 2015, provided that, any difference in the calculation of dividends and profits distributed and paid from January 1, 2008 through December 31, 2013 using tax rules and accounting rules will not be taxable if early adoption is elected.

In May 2014, the MP 627, was turned into Law 12,973, with amendments some of the original provisions, in relation to treatment of dividends, interest on equity and valuation of investments using the equity method. Differently from the provisions of the MP 627, Law 12,973 states that any difference in the calculation of profits and dividends from January 1, 2008 through December 31, 2013 using tax rules and accounting rules will not be taxable.

F-18

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

10. Income tax and social contribution (Continued)

The Company analyzed the potential effects from the adopting Law 12,973 and concluded that these effects might be immaterial on the financial statements as of September 30, 2014 and December 31, 2013. The Company is still assessing whether it will opt for its early adoption.

11. Loans and financing

	September 30, 2014		December 31, 2013
Loans		2,387,611		2,663,065
Debentures		983,431		371,630
		3,371,042		3,034,695
Non-current		2,858,467		2,250,889
Current		512,575		783,806

F-19

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

11. Loans and financing (Continued)

11.1. Loans

	Guarantees	Interest	Repayment method	Final maturity		September 30,   2014		December 31, 2013
In foreign currency—US$
Purchase of aircraft(i)	Chattel mortgage	LIBOR plus “spread” of 1.75% to 6.1%	Monthly, quarterly and semi-annual repayment		03/2025		902,224		916,507
Finance lease	Chattel mortgage	LIBOR 3M plus 1.25% to fixed of 5.80%	Monthly and quarterly repayment		09/2022		238,426		266,288
FINIMP(iii)	Letter of Credit	Fixed of 2.9%	Bullet payment		11/2015		17,490		11,552
Working capital(ii)	Receivables of Azul and cash collateral	Fixed of 1.90% to 3.35%	Quarterly and bullet payment		03/2016		206,532		18,767
Others	Chattel mortgage	LIBOR plus “spread” of 7.25%	Monthly and quarterly repayment		11/2015		10,404		15,503
In local currency —R$
Working capital(ii)	Receivables of Azul	100% of CDI plus 2.2% py and 2.5% py to 125% of CDI	Monthly and quarterly repayment		04/2016		159,035		616,833
FINEP(iv)	None	Fixed of 5.0% py	Monthly repayment after grace period of 20 months		07/2021		70,826		69,871
Purchase of aircraft (FINEM, FINAME)(v)	Investments and chattel mortgage of aircraft	TJLP plus “spread” of 2.92% py to 3.42% py and fixed of 2.50% to 6.00%	Monthly repayment		12/2024		782,674		747,744
Total in R$							2,387,611		2,663,065
Current liabilities							512,058		665,238
Non-current liabilities							1,875,553		1,997,827

The balances of these items are presented with amounts adjusted by hedged risk of R$11,840 at September 30, 2014 (December 31, 2013—R$46,288) after applying fair value hedge accounting rules (Note 14).

F-20

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

11. Loans and financing (Continued)

11.1. Loans (Continued)

a) Long-term loans, per year of maturity are as follows:

	September 30, 2014		December 31, 2013
2015		410,113		418,076
2016		276,258		324,579
2017		234,614		240,125
2018		222,018		208,262
After 2018		732,550		806,785
		1,875,553		1,997,827

b) Description of the loans and financings in the period

(i) Purchase of aircraft, engines and equipments: During the nine months ended September 30, 2014, the Company entered into new loan agreements for a total amount of US$10,041 thousand for the purchase of engines. These loans bear an interest rate of LIBOR plus a spread of 2.5%.

(ii) Working capital: During the nine months ended September 30, 2014, the Company entered into new working capital financing agreements in the amount of US$87,689 thousand. Principal maturity dates range from 2015 to 2016, with interest payable semi-annual or monthly at fixed interest rate ranging from 1.90% to 3.35% p.y.

During the nine months ended September 30, 2014, the Company entered into new working capital financing agreements in the amount of R$150,000. Principal and interest are payable at the maturity date, which is December 27, 2014. These agreements bear interest corresponding to 118% of CDI p.y.

(iii) FINIMP: During the nine months ended September 30, 2014, the Company entered into a new loan agreement for the acquisition of engines in the total amount of US$7,141 thousand. The loan mature in 2015 and the interest, at a 2.90% p.y and principal will be paid in a bullet payment.

(iv) FINEP: During the nine months ended September 30, 2014, the Company has taken another credit line from FINEP, a Brazilian agency under the Ministry of Science and Technology. The amount used in the period was R$9,502 and it bears a fixed annual interest rate of 5%. The term is 100 months, with a 20 month grace period. The loan matures in 2021.

(v) Purchase of aircraft: During the nine months ended September 30, 2014, the Company entered into a new credit line agreement of R$64,871 for the purchase of aircraft, through FINAME PSI, a special credit line from BNDES (the Brazilian Development Bank). This credit line was fully used to finance the purchase of aircraft. The loan term is 114 months, with maturity date in 2024 and monthly amortization payments. The majority of these borrowings have monthly repayments and an annual interest rate of 3.5%.

F-21

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

11. Loans and financing (Continued)

11.2. Debentures

	September 30, 2014		December 31, 2013
Current		517		118,568
Non-current		982,914		253,062
		983,431		371,630

11.2.1. Second issue

In the Extraordinary Shareholders’ Meeting held on September 6, 2012, the Company approved the second public issue of unsecured common debentures.

On September 25, 2012, the Company completed the offering of 100 debentures single series, with a par value of R$1,000, the total original being R$100,000. The maturity is three years, with payment of principal in thirty equal and consecutive installments from the seventh month the first maturing on April 25, 2013 and quarterly interest during the first six months (first payment of quarterly interest paid on December 24, 2012) and from the seventh month, interest payments will be monthly, beginning on April 25, 2013. These debentures are not convertible into shares.

During the nine months ended September 30, 2014, the Company early repaid the second debentures issued in the amount of R$43,282.

11.2.2. Third issue

In the Extraordinary Shareholders’ Meeting held on May 23, 2013, The Company approved the third public issue of unsecured common debentures.

On May 27, 2013, the Company completed the offering of 30,000 debentures single series, with a par value of R$10 in the total original amount of R$300,000. The final maturity is January 27, 2016, and principal payments will be made in four semi-annual installments. The first maturing will be on July 27, 2014. Interest will be paid quarterly starting July 27, 2013.

During the nine months ended September 30, 2014, the Company early repaid the third debentures issued in the amount of R$228,320.

11.2.3  Fourth issue

In the Extraordinary Shareholders’ Meeting held on February 26, 2014, the Company approved the fourth public issue of unsecured common debentures.

On March 13, 2014, the Company completed the offering of 105 debentures single series, with a par value of R$1,000 in the total original amount of R$105,000. The final maturity is on June 28, 2017, and principal payments will be made in twenty-five monthly installments, the first maturing on June 29, 2015, and interest will be paid monthly starting on March 31, 2014.

During the nine months ended September 30, 2014, the Company early repaid the fourth debentures issued in the amount of R$110,760.

F-22

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

11. Loans and financing (Continued)

11.2. Debentures (Continued)

11.2.4 Fifth issue

In the Extraordinary Shareholders’ Meeting held on September 15, 2014, the Company approved the fifth public issue of unsecured common debentures.

On September 19, 2014, the Company completed the offering of 100,000 debentures single series, with a par value of R$10,000 in the total original amount of R$1,000,000. The final maturity is on September 19, 2019, and principal payments will be made in five semi-annual installments, the first maturing on September 19, 2017, and interest will be paid semi-annually starting on March 19, 2017.

The debentures bear an interest rate of 127% of CDI per year. At September 30, 2014, the effective interest rate was 13,7% per year.

Maturity schedule is as follows:

	September 30, 2014		December 31, 2013
2015		—		178,178
2016		193,172		74,884
2017		396,586		—
2018		393,156		—
		982,914		253,062

11.3. Finance leases

Future minimum lease payments under finance leases are as follows:

	September 30, 2014			December 31, 2013
2014		7,657			44,821
2015		34,193			37,805
2016		35,164			39,474
2017		36,882			34,545
2018		38,995			36,503
After 2018		119,804			103,775
Total minimum lease payments		272,695			296,923
Less total interest		(34,269	)		(30,635	)
Present value of minimum lease payments		238,426			266,288
Less short-term installment portion		6,429			40,196
Long-term installment portion		231,997			226,092

The Company leases certain aircraft. Lease agreements under which the Company has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized on lease inception at the lower of the fair value of the leased property and the present value of the minimum lease payments.

F-23

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

12. Provision for returns of aircraft and engines

The provision for returns of aircraft and engines is based on the estimated future costs to be incurred in order to meet the contractual conditions for the return of these assets held under operating leases.

	R$
Balance at December 31, 2012		16,212
Provisions recognized		11,606
Utilized provisions		(4,869	)
Balance at December 31, 2013		22,949
Provisions recognized		7,696
Utilized provisions		(3,918	)
Balance at September 30, 2014		26,727

13. Income (loss) per share

Earnings per share are calculated by dividing net income (loss) attributable to the equity holders of Azul by the average number of shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net income attributable to the equity holders of Azul adjusted for the effects of dilutive instrument exercise, by the average number of shares outstanding during the period, adjusted for the effect of all potentially-dilutive common shares.

The following table sets out the calculation of income (loss) per share in thousands, except for values per share:

	Three months ended September 30,					Nine months ended September 30,
	2014			2013		2014			2013
Numerator
Net income (loss) for the period		(25,101	)		93,917		(63,168	)		(20,206	)
Denominator
Weighted average number of common shares		464,482,529			464,482,529		464,482,529			464,482,529
Weighted average number of preferred shares		87,265,991			83,395,080		87,265,991			83,395,080
75 preferred shares(*)		75.0			75.0		75.0			75.0
Weighted average number of common equivalent Shares		93,459,092			89,588,180		93,459,092			89,588,180
Weighted average number of shares under options and private placement		1,995,960			1,784,747		1,995,960			1,784,747
Basic net income (loss) per common share		0.00			0.01		(0.01	)		(0.01	)
Diluted net income (loss) per common share		0.00			0.01		(0.01	)		(0.01	)
Basic net income (loss) per preferred share		(0.27	)		1.05		(0.68	)		(0.23	)
Diluted net income (loss) per preferred share		(0.26	)		1.03		(0.66	)		(0.22	)

(*) Refers to a participation in the total equity value of Company, calculated as if all 464,482,529 common shares outstanding had been converted into 6,193,100 preferred shares at the conversion ratio of 75 common shares to 1.0 preferred share.

F-24

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

14. Financial instruments

The Company has the following financial instruments:

	Book value				Fair value
	September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
Assets:
Cash and cash equivalents		348,022		546,283		348,022		546,283
Short-term investments		403,355		110,591		403,355		110,591
Trade and other receivables		570,515		431,625		570,515		431,625
Restricted investments (*)		162,292		157,483		162,292		157,483
Derivative financial instruments		20,062		3,926		20,062		3,926
Liabilities:
Loans and financing(*)(**)		3,371,042		3,034,695		3,384,692		2,827,185
Accounts payable		707,569		693,994		707,569		693,994
Other financial liabilities(***)		261,395		239,411		261,395		239,411
Derivative financial instruments		94,559		106,461		94,559		106,461

(*) Includes current and non-current.

(**) Part of the balance of loans considers the adjusted value by hedged risk of R$11,840 (December 31, 2013—R$46,288) applying fair value hedge accounting rules.

(***) Refers to a private placement of preferred shares class B

The balance of cash and cash equivalents, short-term investments, trade and other receivables and accounts payable is similar to their respective book value largely due to the short-term maturity of these instruments.

Derivative financial instruments

	September 30, 2014			December 31, 2013
Cash flow hedge
Interest rate swap contract		(36,320	)		(35,023	)
Fair value hedge
Interest rate swap contract		(11,840	)		(46,288	)
Derivatives not designated as hedge accounting
Forward foreign currency contract		(313	)		3,926
Foreign currency and interest rate swap		(4,806	)		(4,840	)
Currency and interest rate swap		(21,218	)		(20,310	)

Cash flow hedge

As of September 30, 2014 and December 31, 2013, the Company held swap contracts designated as cash flow hedges to a portion of the payments of operating leases and loans denominated in a foreign currency. The swap contracts are used to hedge the risk of variation in interest rates.

F-25

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

14. Financial instruments (Continued)

At September 30, 2014 and December 31, 2013 the positions were:

September 30, 2014	Reference value		Asset position		Liability position		Adjusted Fair value
Cash flow hedge:
Operating leases		120,427		LIBOR		Fixed rate		25,921
Loans		130,859		LIBOR		Fixed rate		10,399
		251,286						36,320

December 31, 2013	Reference value		Asset position		Liability position		Adjusted Fair value
Cash flow hedge:
Operating leases		122,518		LIBOR		Fixed rate		25,658
Loans		137,594		LIBOR		Fixed rate		9,365
		260,112						35,023

The essential terms of the swap contracts were agreed to be coupled with the terms of the hedged loans and lease commitments. There were no highly probable transactions for which hedge accounting was not applied and no significant element of hedge ineffectiveness that required recognition in the statement of operations. The changes in the fair value of cash flow hedge was recorded in accumulated other comprehensive loss against derivative financial instruments on current liabilities.

The net movement on cash flow hedges is detailed as follows:

	September 30, 2014			December 31, 2013
At the beginning of the period		(35,023	)		(39,587	)
Transactions settled during the period		(7,179	)		(9,885	)
Fair value adjustment		5,882			14,449
At the end of the period		(36,320	)		(35,023	)

Fair value hedge

As of September 30, 2014 the Company had fixed to floating interest rate swap contracts with a notional value of R$662,258 (December 31, 2013—R$496,027). These contracts entitle the Company to receive fixed interest rates and pay CDI floating interest.

The fair value of these contracts generated an unrealized loss of R$11,840 (December 31, 2013—R$46,288) which was recognized as liabilities against financial expenses. The impact on the statement of operations was offset by a positive adjustment on the debt hedged due to the application of fair value hedge accounting. There was no material ineffectiveness during the nine months ended September 30, 2014.

F-26

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

14. Financial instruments (Continued)

Derivatives not designated as hedge accounting

The Company has net exposure to U.S. dollars, and therefore entered into currency forward contracts, options and foreign currency swaps. These currency forward contracts are not designated as cash flow hedges, fair value hedges, or net investment hedges, and are related to the currency exposure for a period of less than 12 months.

As of September 30, 2014, the Company had US$80,000 thousand (December 31, 2013—US$85,000 thousand) of notional value in foreign currency options, with rate of R$2.4709 per US$1.00. The fair value of these contracts generated an unrealized loss of R$313 (December 31, 2013—gain of R$3,926), which is recorded as derivative financial instruments loss against current liabilities.

As of September 30, 2014, the Company had swap operations with a notional value of R$12,071, the objective of which was to convert short-term investments in foreign currency for one remunerable by a percentage of CDI. At September 30, 2014, the fair value of this swap generated an unrealized loss of R$4,806 (December 31, 2013—R$4,840).

Financial liabilities at fair value through profit or loss

On December, 23, 2013 the Company concluded a private placement of preferred shares class B, resulting in the issuance of short-term debt in the amount of R$239,411 with mandatory conversion into equity in the event of an IPO. As of September 30, 2014 the balance of this loan was R$261,395.

The fair value of this financial instrument is recorded in “Other Financial Liabilities” and was designated as financial liabilities at fair value through profit or loss. If the IPO is not completed within three years of the closing of the private placement, the Company will repay the debt at an amount equivalent to the principal amount plus 72.5%.

F-27

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

14. Financial instruments (Continued)

Measurement of the fair value of financial instruments

The Company applies the following hierarchy to determine and disclose the fair value of financial instruments by the assessment technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: other techniques for which all data that have significant effect on the fair value recorded are observable, directly or indirectly;

Level 3: techniques that use data that have significant effect on fair value recorded that are not based on observable market data.

Assets assessed at fair value	September 30, 2014		Level 1		Level 2		Level 3
Financial assets at fair value through profit or loss
Short term investments(a)		498,157		498,157		—		—
Interest rate swap contract—fair value option(b)		20,062		—		20,062		—

Liabilities assessed at fair value	September 30, 2014			Level 1		Level 2			Level 3
Financial liabilities at fair value through profit or loss
Interest rate swap contract—cash flow hedge		(36,320	)		—		(36,320	)		—
Interest rate swap contract—fair value option(b)		(31,902	)		—		(31,902	)		—
Forward foreign currency contract		(313	)		—		(313	)		—
Foreign currency and interest rate swap		(4,806	)		—		(4,806	)		—
Currency and interest rate swap		(21,218	)		—		(21,218	)		—

Assets assessed at fair value	December 31, 2013		Level 1		Level 2		Level 3
Financial assets at fair value through profit or loss
Short term investments(a)		199,833		199,833		—		—
Forward foreign currency contract		3,926		—		3,926		—

Liabilities assessed at fair value	December 31, 2013			Level 1		Level 2			Level 3
Financial liabilities at fair value through profit or loss
Interest rate swap contract—cash flow hedge		(35,023	)		—		(35,023	)		—
Interest rate swap contract—fair value option(b)		(46,288	)		—		(46,288	)		—
Foreign currency and interest rate swap		(4,840	)		—		(4,840	)		—
Currency and interest rate swap		(20,310	)		—		(20,310	)		—

(a) Includes short-term investments and restricted investments.

(b) Portion of the balances consist of loans from FINAME PSI, and standard FINAME presented at their value adjusted by the hedged risk, applying fair value hedge accounting rules.

F-28

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

15. Financial risk management objectives and policies

The main financial liabilities of the Company, other than derivatives, are loans, debentures and accounts payable. The main purpose of these financial liabilities is to finance operations as well as finance the acquisition of aircraft. The Company has trade accounts receivable, demand deposits and other accounts receivable that result directly from their operations. The Company executes transactions using derivative contracts (currency forward, options, and swaps).

The Company’s senior management supervises the management of market, credit and liquidity risks. All activities with derivatives for risk management purposes are carried out by experts with skills, experience and appropriate supervision. It is the Company´s policy not to participate in any trading of derivatives for speculative purposes.

a) Market risk

Market risk is the risk of fluctuation in price of the Company’s assets and liabilities, and the main risk is related to interest rate and foreign exchange rate exposure. Financial instruments exposed to market risk include loans payable, deposits, financial instruments measured at fair value through profit or loss and derivative financial instruments.

Sensitivity analyses were prepared based on the net debt value, the index of fixed interest rates in relation to variable interest rates of debt and derivatives and the proportion of financial instruments in foreign currency are all constant values existing as of September 30, 2014.

a.1) Interest rate risk

Interest rate risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in market interest rates. The exposure of the Company to the risk of changes in market interest rates refers primarily to long-term obligations subject to variable interest rates.

The Company manages interest rate risk by monitoring the future projections of rates levied on its loans, financing and debentures as well as on its operating leases. To mitigate this risk, the Company has used derivatives aimed at minimizing any negative impact of variations in interest rates applied to its loans, financing, debentures and leases.

Sensitivity to interest rates

The table below shows the sensitivity to a possible change in interest rates, keeping all other variables constant in the Company’s income before taxes is affected by the impact of the loans payable subject to variable rates.

For the sensitivity analysis, the Company utilized the following assumptions:

• LIBOR based debt: weighted average interest rate of 3.13% p.a.

• CDI based debt: weighted average interest rate of 13.82% p.a.

• TJLP based debt: weighted average interest rate of 8.39% p.a.

We projected the impact on profit and loss and equity for the nine months ended September 30, 2014 resulting from a variation of 25% and 50% on the weighted average rates, as shown below:

	25% p.a.		-25% p.a.		50% p.a.		-50% p.a.
Interest expense		354,707		212,824		425,648		141,883

F-29

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

15. Financial risk management objectives and policies (Continued)

a.2) Foreign exchange risk

Foreign exchange risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in exchange rates. The exposure to the Company to changes in exchange rates relates primarily to loans and financing indexed to the U.S. dollar, net of investments in the U.S. dollar.

The Company manages its foreign exchange risk by using derivative financial instruments seeking coverage of its net cash flow, projected for the maximum period of 6 months.

The Company continually monitors the net exposure in foreign currency and, when deemed appropriate, enters into arrangements to hedge the projected non-operating cash flow for up to 12 months to minimize risks related to its exposure. At September 30, 2014 and December 31, 2013, the Company has hedges for 58% and 60%, respectively, against the exposure of its net position in foreign currency.

The Company’s foreign exchange exposure is shown below:

	September 30, 2014			December 31, 2013
Assets
Cash and cash equivalents and short-term investments		57,066			62,727
Security deposits and maintenance reserves		636,301			487,892
Other assets		75,271			52,290
Total assets		768,638			602,909
Liabilities
Accounts payable		(71,459	)		(59,435	)
Loans and financing		(1,391,702	)		(1,228,617	)
Total liabilities		(1,463,161	)		(1,288,052	)
Derivatives (NDF)—notional		196,080			199,121
Net exposure		(498,443	)		(486,022	)

Future minimum lease payments

	September 30, 2014		December 31, 2013
Future minimum lease payments under operating leases		5,556,504		4,920,355

F-30

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

15. Financial risk management objectives and policies (Continued)

Sensitivity to exchange rates

At September 30, 2014, the Company estimated the closing exchange rate of R$2.4510/US$. We present below a sensitivity analysis considering a variation of 25% and 50% over the existing rates:

	25% p.a. R$3.0638/US$			-25% p.a. R$1.8383/US$		50% p.a. R$3.6765/US$			-50% p.a. R$1.2255/US$
Effect on exchange rate variation		(125,888	)		123,333		(250,499	)		247,943

a.3) Risks related to variations in prices of aircraft fuel

The volatility of prices of aircraft fuel is one of the most significant financial risks for airlines. In the nine months ended September 30, 2014, fuel consumption accounted for 36.3% (September 30, 2013—37.4%) of the total operating costs of the Company. The Company manages its risks related to volatility in fuel prices in through fixed-price contracts directly with a supplier.

The Company had an exclusive aircraft fuel supply contract with a supplier, which defines the conditions of price and payment, consumption level, including other commercial conditions. According to the assessment made by management, the contract is normal and customary and therefore, contains no embedded derivative instruments.

Fuel price sensitivity

The table below sets out sensitivity for changes in aircraft fuel prices, for the nine months ended September 30, 2014, maintaining all other variables constant in the Company’s results.

The analysis utilizes an average price per liter of aircraft fuel and projects the impact on the Company’s income, stemming from a variation of 25% and 50% in the aircraft fuel price, as follows:

	25% p.a.		-25% p.a.			50% p.a.		-50% p.a.
Cost of QAV		228,611		(228,611	)		457,221		(457,221	)

b) Credit risk

Credit risk is inherent in operating and financial activities of the Company, mainly represented under the headings of: trade receivables, cash and cash equivalents, including bank deposits. The credit risk of the “trade receivable” is comprised of amounts payable by the major credit card companies, and sales payable in installments. The Company usually assesses the corresponding risks of financial instruments and diversifies the exposure.

The financial instruments are held with counterparties that are rated at least A in the assessment made by S&P and Fitch, or, mostly, are hired in futures and commodities stock exchange, which substantially mitigates the credit risk.

In relation to short-term investments and other investments, the policy of the Company is to work with prime institutions.

F-31

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

15. Financial risk management objectives and policies (Continued)

c) Liquidity risk

Liquidity risk is the risk of the Company not having sufficient net funds to meet its financial commitments as a result of a mismatch of term or volume between expected receipts and payments.

In order to manage the liquidity of the cash in local and foreign currency, assumptions of future receipts and disbursements are set that are monitored daily by the Company´s treasury department.

The Company applies its funds in highly convertible securities and usually the weighted average term of its debt does not exceed the average weighted term of the investment portfolio.

Capital management

The Company’s assets may be financed through equity or third-party capital. If the Company opts for equity capital it may use funds from contributions by shareholders or through selling its equity instruments.

The use of third-party capital is an option to be considered mainly when the Company believes that the cost would be less than the return generated by an acquired asset. It is important to ensure that the Company maintains an optimized capital structure, provides financial solidity while providing for the viability of its business plan. It is important to stress that as a capital-intensive industry with considerable investment in assets with a high aggregated value, it is natural for companies in the aviation sector to report a high degree of leverage.

The Company manages capital through leverage ratios, which is defined by the Company as net debt divided by the sum of net debt and total equity. Management seeks to maintain this ratio at levels equal to or lower than industry levels. Management includes in the net debt the loans and debentures less cash and cash equivalents, restricted cash, short-term investments and restricted investments.

The Company’s capital structure is comprised of its net indebtedness defined as total loans, debentures and operating leases net of cash and cash equivalents, restricted cash, short-term investments and restricted investments. Capital is defined as equity and net indebtedness.

The Company is not subject to any minimum capital requirements. The Company defines total capital as total net equity and net debt as detailed below:

	September 30, 2014			December 31, 2013
Equity		415,301			476,313
Cash and cash equivalents		(348,022	)		(546,283	)
Short-term investments		(403,355	)		(110,591	)
Restricted financial investments		(162,292	)		(157,483	)
Loans and financing		3,371,042			3,034,695
Net debt		2,457,373			2,220,338
Total capital		2,872,674			2,696,651

F-32

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

16. Commitments

a) Operating leases

The Company has obligations arising from entering into operating lease agreements for aircraft and engines, totaling 89 aircraft at September 30, 2014 (December 31, 2013—80) and 15 engines (December 31, 2013—14). The obligations related to the operating leases are not reflected in the statement of financial position. The lease terms range from 60 to 144 months for Embraer, ATR and Airbus. These contracts are adjusted based on variations in the exchange rate of U.S. dollar. For these contracts, letters of credit or cash deposits were offered as guarantees.

The future minimum payments of non-cancellable operating leases, are presented below:

	September 30, 2014		December 31, 2013
Up to one year		679,722		579,247
From one to five years		2,535,347		2,137,842
More than five years		2,341,435		2,203,266
		5,556,504		4,920,355

For the nine months ended September 30, 2014 aircraft rental costs amounted to R$412,991 (September 30, 2013—R$343,531). The total amount paid during the nine months ended September 30, 2014 is R$450,214 (September 30, 2013—R$355,818).

Operating leases require that the Company make periodic lease payments that do not include aircraft purchase options at the end of the agreement and are charged to the statement of operations on a straight-line basis over the period of the lease term. The payments are denominated in U.S. dollars and are generally subject to interest at LIBOR rate.

The operating leases have no covenants restrictions.

b) Commitments for future acquisition of aircraft

The Company has contracts for the acquisition of 16 aircraft (December 31, 2013—30), where the following future payments will be made:

	September 30, 2014		December 31, 2013
Up to one year		503,518		723,067
More than one year up to five years		556,258		1,190,906
		1,059,776		1,913,973

At September 30, 2014, the Company has options for the acquisition of 23 aircraft (December 31, 2013—43 options).

17. Share-based payments

17.1. Equity-settled awards

17.1.1. First share option plan

The Special Shareholders’ Meeting held on December 11, 2009 approved a share option plan (the “First Option Plan”). In accordance with the First Option Plan, the Remuneration Committee

F-33

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

17. Share-based payments (Continued)

17.1. Equity-settled awards (Continued)

approved, on the same date, the first share-based program under such plan authorizing the issuance of 2,859,200 options of preferred shares class B for officers, executives, and key Company employees. The plan is valid for 10 years, and no option may be granted after this period.

On March 24, 2011, the Remuneration Committee approved the second share-based program under the First Option Plan, authorizing 824,000 options of preferred shares class B. The option exercise price of this second program was defined based on a appraisal made by the Company, using the free cash flow discounted to present value method.

Due to the granting of the additional options arising from the second program, the Special Shareholders’ Meeting held on April 27, 2011 approved an amendment to the Company’s charter authorizing a capital increase up to 3,683,200 preferred shares class B and also approved the change of item 4.1 of the First Option Plan for the total number of shares subject matter of the options granted not to exceed a total of 3,683,200 preferred shares class B.

Subsequently, in the meeting held on April 5, 2011, the Remuneration Committee approved the termination of the first program dated December 31, 2010 and created the third option program, which authorizes the issuance of share options of 342,800 preferred shares class B remaining from the first program. The exercise price of the options granted in the third program is R$12.88.

The following table presents changes in the quantity of share options outstanding and the weighted average exercise price:

	First Option Plan		Weighted average exercise price
Balance at December 31, 2012		3,614,400	R$	7.24
Granted		—		—
Balance at September 30, 2013		3,614,400	R$	7.24

	First Option Plan		Weighted average exercise price
Balance at December 31, 2013		3,622,400	R$	9.27
Granted		8,000	R$	12.88
Balance at September 30, 2014		3,630,400	R$	9.30

At September 30, 2014 no options are vested and they have a average remaining life of 1.0 year.

17.1.2. Second share option plan

The Shareholders’ Meeting held on June 30, 2014 approved a share option plan (the “Second Option Plan”) for the issuance of options to buy Preferred Class A shares by its beneficiaries. Conditions of options issued under the Second Option Plan require in addition to a service period of 4 years the occurrence of an initial public offering (IPO) of the shares of the Company for the options becoming exercisable. Options have a 8-year life. The exercise price is computed by

F-34

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

17. Share-based payments (Continued)

17.1. Equity-settled awards (Continued)

multiplying the price per share of the Preferred Class A shares in the IPO by a discount of between 0% and 30%. The percentage of discount increases based on the time elapsed between the grant-date of the options and the IPO.

During the nine months ended September 30, 2014 the Remuneration Committee approved the grant of 1,084,561 options under the Second Option Plan.

The following table presents changes in the quantity of share options outstanding. For all options the exercise price as of September 30, 2014 is 97.5% of the IPO price per share of Preferred Class A Shares.

	Second Option Plan
Balance at December 31, 2013		—
Granted		1,084,561
Balance at September 30, 2014		1,084,561

At September 30, 2014 no options are vested and have a weighted average remaining contractual life of 7.75 years.

17.1.3. Information about the fair value of share options and expense

The grant-date fair value of share options has been measured using the Black-Scholes model applying the inputs mentioned below. For determining the grant-date fair value of the options issued under the Second Option Plan we considered that at grant-date the best estimate was that an IPO would be concluded before the first anniversary of the grant-date.

	First Option Plan									Second Option Plan
	1st program			2nd program			3rd program			1st program
Total options granted		2,516,400			786,000			328,000			1,084,561
Total options vested		2,475,438			575,160			223,859			125,644
Option exercise price		R$6.83			R$12.88			R$12.88			R$38,29
Option fair value as of grant date		R$3.85			R$8.32			R$8.32			R$22,01
Estimated volatility of the share price		47.67	%		54.77	%		54.77	%		40.59	%
Expected dividend		1.10	%		1.10	%		1.10	%		1.10	%
Risk-free rate of return		8.75	%		12.00	%		12.00	%		12.46	%
Maximum life of the option		10 years			10 years			10 years			8 years
Expected term considered for valuation		7 years			7 years			7 years			4.5 years

Expected volatility has been calculated based on historical volatility of airline shares listed on stock exchanges in Brazil and Latin America.

Share-based compensation expensed recognized in the income statement during the period with respect to the share options amounted to R$3,453 (September 30, 2013—R$1,170).

F-35

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

17. Share-based payments (Continued)

17.2. Cash-settled awards—restricted share units

The Shareholders’ Meeting held on June 30, 2014 approved a restricted share units plan (the “RSU”). Under the terms of the RSU beneficiaries are granted a fixed monetary amount (in reais) which will be settled in a quantity of Preferred Class A shares determined by dividing the monetary amount by the price per share (undiscounted) of the Preferred Class A shares in a IPO. Conditions of RSUs require in addition to a service period of 4 years the occurrence of an IPO of the shares of the Company for the options becoming exercisable. The RSU does not have an unlimited life. RSUs fully vest on the occurrence of a change in control irrespective of whether a IPO already took place or not. If an IPO or change in control has not taken place the Company may settle the portion of the RSUs for which the service period was completed in cash at the 1st, 2nd, 3rd and 4th anniversary of the grant date.

On June 30, 2014 the Remuneration Committee approved the grant of R$10,241 to the beneficiaries under the RSU.

The fair value of the award is determined at each balance-sheet date as the monetary amount of the award in reais discounted from the earliest date at which the Company can settle the amount in cash using the current risk-free interest rate. The risk-free interest rate considered at September 30, 2014 was 11.00%. The liability recorded at September 30, 2014 is R$1,009 (December 31, 2013—R$0) and is presented in the consolidated balance sheet under “Salaries, wage and benefits”.

Share-based compensation expensed recognized in the income statement during the period with respect to the RSU amounted to R$ 1,392 (September 30, 2013—R$0).

18. Provision for tax, civil and labor risks

The Company is party to certain labor, civil and tax lawsuits for which appeals have been filed. Based on the Company’s legal counsel’s opinion, Management believes that the provisions for risks are sufficient to cover probable losses. When required, such reserves are guaranteed by judicial escrow deposits. These provisions are as follows:

	September 30, 2014		December 31, 2013
Taxes		8,203		22,319
Civil		51,794		45,233
Labor		8,580		6,863
		68,577		74,415

F-36

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

18. Provision for tax, civil and labor risks (Continued)

Changes in these provisions are as follows:

	Taxes			Civil			Labor			Total
At December 31, 2012		7,805			29,148			7,013			43,966
Provisions recognized		14,514			39,707			5,504			59,725
Utilized provisions		—			(23,622	)		(5,654	)		(29,276	)
At December 31, 2013		22,319			45,233			6,863			74,415
Provisions recognized		529			9,311			2,752			12,592
Transfers(*)		(8,958	)		—			—			(8,958	)
Reversal of provision(*)		(5,687	)		—			—			(5,687	)
Utilized provisions		—			(2,750	)		(1,035	)		(3,785	)
At September 30, 2014		8,203			51,794			8,580			68,577

(*) It was settled and transferred to Refis (item a)

(**) Refers to gain due to adoption to Refis (item a).

The Company’s management, together with its legal counsels, analyzes the proceedings on a case-by-case basis and records the amount of the provision for labor, civil and tax risks based on the probability of a future cash disbursement for the related proceedings. Although the result of these actions and proceedings cannot be predicted, in the opinion of management supported by its legal advisors, final judgment will not have a material adverse effect on the operating results.

a) Taxes proceedings: Among other tax proceedings the Company is arguing in court the non-levy of tax on goods and services (“ICMS”) related to the importation of aircraft, engines, and flight simulators under leases without option to purchase. These lease agreements involve lessors domiciled abroad. In the opinion of the Company’s management, the agreements expressly obligate the Company to the return of the property to the lessor, therefore, are not subjected to taxation.

The estimated aggregate value of pending judicial disputes related to non-levy of ICMS on imports above-mentioned is R$109,386 at September 30, 2014 (December 31, 2013—R$109,149) not including penalty charges. The Company believes, based on the assessment made by its legal advisors, that the chance of loss is remote, and therefore, no provision was recorded.

During the nine months ended September 30, 2014 the Company entered into Refis program. The amount of R$8,958 was settled and transferred to Refis and the amount of R$5,687 refers to gain due to adoption these program (note 9).

The Company also presents tax claims related to the discussion of non-levy of PIS/COFINS.

As of September 30, 2014, the Company does not have tax cases with possible risk of losses.

b) Civil lawsuits: The Company is part of various types of civil lawsuits, related to compensation claims in relation to flight delays, cancellations of flights, luggage and damage loss, and others.

The total amount assessed as for the possible risk of losses is R$6,075 at September 30, 2014 (December 31, 2013—R$5,972), for which no provision was recorded. None of the lawsuits are individually material.

F-37

Azul S.A.

Notes to the interim condensed consolidated financial statements (Continued)

September 30, 2014

(In thousands of Brazilian reais, except when otherwise indicated)

18. Provision for tax, civil and labor risks (Continued)

c) Labor lawsuits: The Company is part of various types of labor lawsuits, related to overtime, additional health related payments and safety related payments and others.

The total amount assessed as for the possible risk of losses is R$7,877 at September 30, 2014 (December 31, 2013—R$7,384), for which no provision was recorded. None of the lawsuits are individually material.

d) Air navigation fee proceedings: On April 2, 2012 the Company filed a declaratory action with request for injunctive relief in order to suspend the payment of claims relating to air navigation fees. The Company recorded unpaid amounts, of R$185,023 as of September 30, 2014 (December 31, 2013—R$175,162), recorded in accounts payable. The related expenses were recorded as “Other operating expenses” in the statement of operations.

During the nine months ended September 30, 2014, the Company entered into the Refis program, for the payment of part of such debt. The amount of R$152,785 was transferred to Refis and the amount of R$26,382 refers to gain due to adoption these program (note 9).

e) Business combination: In accordance with IFRS 3, in a business combination, the acquirer shall recognize at the acquisition date a contingent liability assumed if it is a present obligation that arises from past events and its fair value can be measured reliably. The Company identified during the acquisition of TRIP a contingent liability related to civil claims in the amount of R$1,547 (December 31, 2013—R$2,306), labor claims amounting to R$30 (December 31, 2013—R$324) and taxes amounting R$6,734 (December 31, 2013—R$6,632) for which the likelihood of loss was determined as possible, recognizing them as a liability assumed for purposes of business combination.

F-38

Consolidated Financial Statements

Azul S.A.

December 31, 2013, 2012 and 2011

with Report of Independent Registered Public Accounting Firm

F-39

Azul S.A.

Consolidated Financial statements

December 31, 2013, 2012 and 2011

Contents

Report of Independent Registered Public Accounting Firm	F-41
Consolidated financial statements
Consolidated statements of financial position	F-42
Consolidated statements of operations	F-43
Consolidated statements of comprehensive income (loss)	F-44
Consolidated statements of changes in equity	F-45
Consolidated statements of cash flows	F-46
Notes to consolidated financial statements	F-47

F-40

Report of Independent Registered Public Accounting firm

To the Board of Directors and Shareholders of

Azul S.A.

We have audited the accompanying consolidated statements of financial position of Azul S.A. as of December 31, 2013, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flow for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial statement position of Azul S.A. at December 31, 2013, 2012 and 2011 and the consolidated results of its operations and its cash flow for each of the three periods in the period ended December 31, 2013, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”).

São Paulo, September 9, 2014.

ERNST & YOUNG

Auditores Independentes S.S

/s/ Julio Braga Pinto

Julio Braga Pinto

Partner

Uma empresa-membro da Ernst & Young Global Limited

F-41

Azul S.A.

Consolidated statements of financial position

as of December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais)

	December 31,
	2013			2012			2011
Assets
Current assets
Cash and cash equivalents (Note 6)		546,283			271,116			131,664
Restricted cash (Note 7)		—			84,288			—
Short-term investments (Note 8)		110,591			10,672			9,631
Restricted investments (Note 9)		89,242			85,777			31,034
Trade and other receivables (Note 10)		431,625			406,697			260,243
Inventories (Note 11)		84,971			66,954			18,968
Taxes recoverable		3,117			24,127			11,741
Derivative financial instruments (Note 23)		3,926			1,029			9,164
Prepaid expenses (Note 12)		53,022			34,587			22,013
Other current assets		21,629			26,736			958
Total current assets		1,344,406			1,011,983			495,416
Non-current assets
Restricted investments (Note 9)		68,241			15,543			19,376
Security deposits and maintenance reserves (Note 14)		501,331			275,573			88,216
Prepaid expenses (Note 12)		44,903			29,586			19,162
Other non-current assets		136,733			76,214			2,815
Property and equipment (Note 15)		2,633,840			2,478,049			1,322,057
Intangible assets (Note 16)		883,330			864,837			16,961
Total non-current assets		4,268,378			3,739,802			1,468,587
Total assets		5,612,784			4,751,785			1,964,003
Liabilities and equity
Current liabilities
Loans and financing (Note 18)		783,806			660,268			165,706
Loans and financing—reclassified as current due to default (Note 18)		—			87,162			—
Accounts payable		693,994			464,277			197,411
Air traffic liability (Note 19)		611,741			391,126			136,568
Salaries, wages and benefits		157,358			124,308			48,659
Insurance premiums payable		24,430			22,201			14,507
Taxes payable		94,142			90,281			13,530
Derivative financial instruments (Note 23)		26,789			13,093			6,855
Other financial liabilities (Note 23)		239,411			116,248			—
Total current liabilities		2,631,671			1,968,964			583,236
Non-current liabilities
Loans and financing (Note 18)		2,250,889			2,241,745			1,273,875
Derivative financial instruments (Note 23)		79,672			47,027			45,148
Deferred income taxes (Note 17)		76,875			82,840			—
Provision for tax, civil and labor risk (Note 29)		74,415			43,966			2,762
Provision for return of aircrafts and engines (Note 20)		22,949			16,212			600
Total non-current liabilities		2,504,800			2,431,790			1,322,385
Equity
Issued capital (Note 21)		473,969			473,968			400,708
Capital reserve		514,903			414,897			9,869
Accumulated other comprehensive loss (Note 21)		(35,023	)		(39,587	)		(24,790	)
Accumulated losses		(477,536	)		(498,247	)		(327,405	)
		476,313			351,031			58,382
Total liabilities and equity		5,612,784			4,751,785			1,964,003

The accompanying notes are an integral part of these financial statements.

F-42

Azul S.A.

Consolidated statements of operations

Year ended December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except loss per share)

	Year ended December 31,
	2013			2012			2011
Operating revenue (Note 25)
Passenger revenue		4,667,542			2,454,651			1,558,256
Other revenue		566,613			262,704			162,971
Total revenue		5,234,155			2,717,355			1,721,227
Operating expenses
Aircraft fuel		(1,779,300	)		(1,073,261	)		(684,442	)
Salaries, wages and benefits		(803,331	)		(510,435	)		(345,511	)
Aircraft and other rent		(532,498	)		(229,393	)		(109,069	)
Landing fees		(285,709	)		(156,468	)		(78,016	)
Traffic and customer servicing		(206,459	)		(130,076	)		(96,054	)
Sales and marketing		(207,759	)		(131,708	)		(93,498	)
Maintenance materials and repairs		(331,725	)		(126,817	)		(60,915	)
Depreciation and amortization		(200,067	)		(106,013	)		(87,541	)
Other operating expenses		(419,065	)		(244,543	)		(141,085	)
		(4,765,913	)		(2,708,714	)		(1,696,131	)
Operating income		468,242			8,641			25,096
Financial result (Note 26)
Financial income		61,692			9,715			13,360
Financial expense		(316,462	)		(162,675	)		(114,373	)
Derivative financial instruments, net		(12,027	)		10,009			3,402
Foreign currency exchange, net		(105,262	)		(37,659	)		(32,936	)
Net income (loss) before income tax and social contribution		96,183			(171,969	)		(105,451	)
Income tax and social contribution (Note 17)		(81,437	)		—			—
Deferred income tax and social contribution (Note 17)		5,965			1,127			—
Net income (loss) for the year		20,711			(170,842	)		(105,451	)
Basic and diluted income (loss) per common share—R$ (Note 22)		0.01			(0.03	)		(0.02	)
Basic and diluted income (loss) per preferred share—R$ (Note 22)		0.23			(2.53	)		(1.61	)

The accompanying notes are an integral part of these financial statements.

F-43

Azul S.A.

Consolidated statements of comprehensive income (loss)

Year ended December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais)

	Year ended December 31,
	2013		2012			2011
Net income (loss) for the year		20,711		(170,842	)		(105,451	)
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Changes in fair value of cash flow hedges		4,564		(14,797	)		(20,535	)
Total comprehensive income (loss) for the year		25,275		(185,639	)		(125,986	)

The accompanying notes are an integral part of these financial statements.

F-44

Azul S.A.

Consolidated statements of changes in equity

Year ended December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais)

	Issued capital		Capital reserve		Accumulated other comprehensive loss (cash flow hedge reserve)			Accumulated losses			Total
December 31, 2010		400,708		5,365		(4,255	)		(221,954	)		179,864
Share-based payment		—		4,504		—			—			4,504
Total comprehensive loss		—		—		(20,535	)		(105,451	)		(125,986	)
December 31, 2011		400,708		9,869		(24,790	)		(327,405	)		58,382
Shares issued on acquisition of TRIP—(note 21)		73,260		401,266		—			—			474,526
Share-based payment		—		3,762		—			—			3,762
Total comprehensive loss		—		—		(14,797	)		(170,842	)		(185,639	)
December 31, 2012		473,968		414,897		(39,587	)		(498,247	)		351,031
Capital increase with the subscription warrants issued (note 21)		1		98,364		—			—			98,365
Share-based payment		—		1,642		—			—			1,642
Total comprehensive income		—		—		4,564			20,711			25,275
December 31, 2013		473,969		514,903		(35,023	)		(477,536	)		476,313

The accompanying notes are an integral part of these financial statements.

F-45

Azul S.A.

Consolidated statements of cash flows

Year ended December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais)

	Year ended December 31,
	2013			2012			2011
Cash flows from operating activities
Net income (loss) for the year		20,711			(170,842	)		(105,451	)
Adjustments to reconcile net loss to cash flows provided by (used in) operating activities
Depreciation and amortization (note 15 and 16)		200,067			106,013			87,541
Write-off of fixed assets and intangibles (note 15 and 16)		27,917			9,169
Results from derivative financial instruments		10,567			9,644			(7,343	)
Share-based payment expenses		1,642			3,762			4,504
Interest and foreign exchange fluctuations on assets and liabilities		337,198			148,606			130,185
Allowance for doubtful accounts, net (note 10)		(19	)		(572	)		902
Provision for tax, civil and labor risks (note 29)		30,449			4,714			2,295
Provision for obsolescence (note 11)		10,016			2,966			1,696
Provision for return of aircrafts and engines (note 20)		6,737			7,059			600
Fair value adjustments of warrants		(17,884	)		—			—
Changes in operating assets and liabilities
Trade and other receivables		(19,098	)		(31,092	)		(193,770	)
Inventories		(28,033	)		(8,575	)		(10,486	)
Security deposits and maintenance reserves		(171,919	)		(86,621	)		(26,274	)
Prepaid expenses		(33,752	)		(22,998	)		(31,151	)
Recoverable taxes		21,010			(7,670	)		(4,392	)
Other assets		(55,412	)		(7,919	)		(686	)
Accounts payable		229,717			(82,298	)		100,239
Salaries, wages and employee benefits		33,050			16,900			24,374
Insurance premiums payable		2,229			4,569			13,211
Taxes payable		3,864			9,612			2,822
Air traffic liability		220,615			193,787			41,667
Deferred income tax and social contribution		(5,965	)		(1,127	)		—
Other accounts payable		—			—			(2,653	)
Interest paid		(208,448	)		(115,051	)		(86,407	)
Net cash provided by (used in) operating activities		615,259			(17,964	)		(58,577	)
Cash flows from investing activities
Short-term investment
Purchase of Investment		(98,889	)		—			—
Redemption of investment		495			—			2,166
Restricted investments		(56,163	)		(18,401	)		(9,072	)
Restricted cash		84,288			(28,403	)		—
Acquisition of subsidiary, net of cash acquired		—			104,288			—
Capital expenditures (note 15 and 16)		(402,268	)		(449,449	)		(503,082	)
Net cash used in investing activities		(472,537	)		(391,965	)		(509,988	)
Cash flows from financing activities
Debentures
Proceeds		300,000			98,340			297,043
Repayment		(330,169	)		—			—
Loans
Proceeds		537,870			637,596			496,029
Repayment		(533,915	)		(186,555	)		(304,657	)
Other financial liabilities—issuance of preferred shares (note 21)		164,470			—			—
Sales and leaseback		(5,811	)		—			114,905
Net cash provided by financing activities		132,445			549,381			603,320
Increase in cash and cash equivalents		275,167			139,452			34,755
Cash and cash equivalents at the beginning of the year		271,116			131,664			96,909
Cash and cash equivalents at the end of the year		546,283			271,116			131,664
Supplementary information on cash flows:
Non cash investing activities
Total consideration for acquisition of TRIP through issuance of shares		—			590,774			—

The accompanying notes are an integral part of these financial statements.

F-46

Azul S.A.

Notes to consolidated financial statements

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

1. Operations

Azul S.A (the “Company”) is a corporation headquartered in Av. Marcos Penteado de Ulhôa Rodrigues, 939, in the city of Barueri, in the state of São Paulo, Brazil. The Company was incorporated on January 3, 2008 and is a holding company for providers of airline passenger and cargo services. Details of subsidiaries are shown below:

(a) Azul Linhas Aéreas Brasileiras S.A. (“ALAB”), a 100% owned subsidiary incorporated on January 3, 2008, has operated passenger and cargo air transportation in Brazil since beginning operations on December 15, 2008.

(b) On February 28, 2008, the Company acquired 100% of the equity in a special purpose entity, Canela Investments LLC (“Canela”), headquartered in the state of Delaware, United States of America, which was incorporated to acquire aircraft outside Brazil and leasing them to ALAB.

(c) On May 25, 2012, the shareholders of TRIP Linhas Aéreas S.A. (“TRIP”) and the Company signed an agreement for the acquisition of 100% of the share capital of TRIP by Company. TRIP is a company that operates passenger and cargo air transportation in Brazil and was founded on February 18, 1997.

On November 22, 2012, the Brazilian National Civil Aviation Agency (“ANAC”) approved the acquisition of TRIP by the Company, which became the 100% shareholder of TRIP. At November 30, 2012, the Company took control of TRIP (Note 5).

The Council of the Administrative Council Economic Defense (“CADE”) approved the acquisition on March 6, 2013, however, this approval requirement was perfunctory for the purposes of assessing control given that pre-approval by the CADE Council and approval by ANAC had already occurred.

On October 21, 2013, the ANAC approved the merger of the operation of TRIP into ALAB.

2. Basis of presentation of financial statements

The financial statements were approved in the executive board meeting held on September 9, 2014.

The consolidated financial statements were prepared in Brazilian Reais, which is the functional currency of the Company. The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The Company has adopted all standards and interpretations issued by the IASB and the IFRS Interpretations Committee that were in effect on December 31, 2013. The financial statements were prepared using the historical cost basis, except for valuation of certain financial instruments which are measured at fair value.

F-47

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies

3.1. Basis for consolidation

The consolidated financial statements are comprised of the individual financial statements of the entities as presented below:

	Interest
	Base date of the consolidated financial statements
ALAB	December 31, 2013, 2012 and 2011	100	%
Canela	December 31, 2013, 2012 and 2011	100	%
TRIP	December 31, 2013 and 2012(*)	100	%

(*) TRIP is consolidated from November 30, 2012, the date in which the Company obtained control.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2013. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee, and

• The ability to use its power over the investee to affect its returns.

The Company re-assesses whether or not it controls an investee when facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the income and expenses of a subsidiary acquired, during the year are included in the statement of comprehensive income (loss) from the date the Company gains control, and ceases on the date the Company loses control of the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Company and to the non-controlling interests, even if this results in the non-controlling interests result have a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies with those of the Company. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation.

3.2. Cash and cash equivalents

Cash and cash equivalents are held in order to meet short term cash commitments and not for investments or other purposes. The Company considers as cash equivalents deposits or instruments which are readily convertible into a known cash amount and subject to an insignificant risk of change in value. The Company considers as cash equivalents, instruments with original maturities of than three months.

F-48

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.3. Financial instruments—initial recognition and subsequent measurement

i) Financial assets

Initial recognition and measurement

Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, investments held to maturity, financial assets available for sale, or derivatives classified as effective hedge instruments, as applicable. The Company determines the classification of its financial assets upon initial recognition when it becomes party to the contractual provisions of the instrument.

Financial assets are initially recognized at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except in the case of financial assets recorded at fair value through profit or loss.

The financial assets of the Company include cash and cash equivalent, short-term investments, restricted investments, loans and trade and other receivables, as well as derivative financial instruments.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of short term sale. This category includes derivative financial instruments entered into by the Company that do not meet the criteria for hedge accounting as defined by IAS 39, short term investments and restricted investments.

Financial assets at fair value through profit or loss are presented on the balance sheet at fair value, with corresponding gains or losses recognized in the statements of operations.

The Company classifies financial assets at fair value through profit or loss, because they intend to trade them in the short term. When the Company is unable to trade these financial assets due to inactive markets, and management’s intention of selling them in the near future undergoes significant changes, the Company may choose to reclassify them. Reclassification to loans and receivables, available for sale or held to maturity depends on the nature of the asset. Financial assets designated at fair value through profit or loss using the fair value option at the moment of presentation cannot be reclassified after initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed in an active market. After initial measurement, these financial assets are recorded at amortized cost using the effective interest method, less impairment losses. The amortized cost is calculated taking into account any discount or premium on acquisition and fees or costs incurred.

F-49

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.3. Financial instruments—initial recognition and subsequent measurement (Continued)

The amortization of the effective interest method is recorded as financial income in the statements of operations. Impairment losses are recognized as financial expenses in the statements of operations.

Derecognition

Financial assets, or where appropriate, part of a financial asset or part of a group of similar financial assets, are written-off when:

• The rights to receive cash flows from the assets have expired;

• The Company has transferred their rights to receive cash flows of the assets and (a) the Company has substantially transferred all the risks and benefits of the assets, or (b) the Company has not transferred or retained substantially all the risks and benefits related to the assets, but has transferred control of the assets.

When the Company has transferred their rights to receive cash flows from assets and has not transferred or retained substantially all the risks and rewards relating to an asset, that asset is recognized to the extent of the continuing involvement of the Company.

In this situation, the Company also recognizes an associated liability. The transferred assets and associated liabilities are measured based on the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee on the assets transferred is measured by the original book value of the assets or the maximum payment that may be required from the Company, whichever is lower.

ii) Impairment of financial assets

At every balance sheet date, the Company assesses if there is any objective evidence of impairment of financial assets or groups of financial assets.

A financial asset or group of financial assets is considered impaired, if there is objective evidence of a lack of recoverability as the result of one or more events that occurred after initial recognition (“loss event”) and when this event has an impact on future estimated cash flows of a financial asset that can be reasonably estimated.

Evidence of impairment loss may include an indication that counterparties are experiencing significant financial difficulty, late payments, defaults, bankruptcy or a likelihood that these entities will file for bankruptcy or other types of financial reorganization.

Financial assets at amortized cost

In relation to financial assets shown at amortized cost, the Company initially assesses if there is clear evidence of impairment loss for each financial asset that is individually significant, or groups of financial assets that are not individually significant but remain significant as a whole. If the Company concludes that there is no evidence of any impairment loss on an individually assessed

F-50

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.3. Financial instruments—initial recognition and subsequent measurement (Continued)

financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and collectively assessed in relation to impairment losses. Assets that are individually assessed for impairment losses and for which an impairment loss continues to be recognized are not included in any collective assessment of impairment losses.

When there is clear evidence of an incurred impairment loss, the amount is measured as the difference between the book value of the assets and present value of estimated future cash flows (excluding future expected credit losses not yet incurred). The present value of estimated future cash flows is discounted by the original effective interest rate for financial assets. When a loan has a floating interest rate, the discount rate for measuring any impairment loss is current effective interest rate.

The book value of the assets is reduced through a provision and the loss is recognized in the statements of operations. Interest income continues to be calculated on the reduced book value based on the original effective interest rate for the asset. The loans, together with the corresponding allowances are written-off when there is no realistic prospect of their future recovery and all collateral has been realized or transferred to the Company. If in a subsequent year, the impairment loss amount increases or decreases due to an event after the recognition of impairment loss, the loss that was previously recognized is increased or reduced by adjusting the provision. Any future recovery of the written-off amount is recognized in the statements of operations.

iii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified as financial liabilities at fair value through profit or loss, loans and borrowing, or as derivatives classified as hedge instruments, as appropriate. The Company determines the classification of its financial liabilities upon initial recognition.

Financial liabilities are initially recognized at fair value less, in the case of loans, financing, and debentures, directly related transaction costs.

Financial liabilities of the Company include accounts payable and other accounts payable, loans and financing, debentures, and derivative financial instruments.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification, as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are acquired for the purpose of short term settlement. This category includes derivative financial instruments contracted by the Company that do not meet the criteria for hedge accounting as defined by IAS 39.

F-51

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.3. Financial instruments—initial recognition and subsequent measurement (Continued)

Gains and losses in liabilities held for trading are recognized in the statements of operations.

Loans and borrowings (including debentures)

After initial recognition, loans, financing and debentures subject to interest are subsequently measured at amortized cost, using the effective interest rate recognized in the statements of operations

Derecognition

A financial liability is derecognized when the obligation is discharged, canceled, or expires.

When an existing financial liability is replaced by another from the same lender with substantially different terms, or terms of an existing liability are substantially modified, such replacement or modification is treated as the derecognition of the original liability and the recognition of a new liability, with the difference in the corresponding book values recognized in the statements of operations.

iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount represented in the consolidated financial position if, and only if, there is a currently enforceable, legal right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the assets and settle the liability simultaneously.

v) Fair value of financial instruments

The fair value of financial instruments actively traded in organized financial markets is determined based on prices quoted in the market at close of business at the balance sheet date, not including the deduction of transaction costs.

The fair value of financial instruments for which there is no active market is determined using valuation techniques. These techniques can include use of recent market transactions, references to the current fair value of other similar instruments, analysis of discounted cash flows, or other valuation models.

An analysis of the fair value of financial instruments and more details about how they are calculated is described in Note 23.

3.4. Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement

The Company uses derivative financial instruments relating to currency forward contracts options, commodities (WTI) forward contracts, and interest rate swaps to hedge against both foreign exchange rate risk and interest rate risk. Derivative financial instruments are recognized initially at fair value on the date when the derivative is contracted and are subsequently remeasured at fair value. Derivatives

F-52

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.4. Derivative financial instruments and hedge accounting (Continued)

are presented as financial assets when the instrument’s fair value is positive and as financial liabilities when fair value is negative. Contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with the entity’s expected purchase, sale or usage requirements are not treated as, containing derivative financial instruments.

Any gains or losses from changes in the fair value of derivatives during the year are recorded directly in the statements of operations for the period, except for the effective portion of cash flow hedges that are recognized directly in other comprehensive income (loss). These gains or losses are then recorded in the statements of operations at the time settlement of the hedged item affects profit and loss.

The following classifications are used for hedge accounting purposes:

• Fair value hedge when hedging against exposure to changes in fair value of recognized assets or liabilities, or an unrecognized firm commitment.

• Cash flow hedge when providing protection against changes in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction which may affect the income or foreign currency risk in an unrecognized firm commitment.

• Hedge of net investment in a foreign operation.

On inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting, as well as the Company’s objective and risk management strategy for undertaking the hedge. The documentation includes identification of the hedge instrument, the item or transaction being hedged, the nature of the risk being hedged, the nature of the risks excluded by the hedge, a prospective statement of the effectiveness of the hedge relationship and how the Company will assess the effectiveness of the changes in the hedging instruments fair value in offsetting the exposure to changes in the fair value of the item being hedged or cash flows attributable to the risk being hedged. It is expected that these hedges are highly effective in offsetting any changes in fair value or cash flows, and they are continually assessed to determine whether they actually have been highly effective over all the reporting periods for which they were designated.

Hedges that meet the criteria for hedge accounting are accounted for as follows:

Fair value hedge

The gain or loss resulting from changes in fair value of a hedge instrument (for derivative hedge instrument) or the foreign exchange component of its carrying amount measured in accordance with IAS 21 (for non-derivative hedge instrument) is recognized in the statements of operations. The gain or loss from the hedged item attributable to the hedged risk should adjust the carrying amount of the hedged item and is also recognized in the statements of operations.

If the hedged item is derecognized, the unamortized fair value is recognized immediately in the statement of operations.

When an unrecognized firm sales commitment is designated as a hedged item in a hedge relationship, the change in fair value of the firm sales commitment attributable to the hedge risk is recognized as a financial asset or as a financial liability, with the recognition of a corresponding gain or loss in the

F-53

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.4. Derivative financial instruments and hedge accounting (Continued)

statements of operations. The accumulated balance in the balance sheet resulting from successive changes in fair value of the firm sales commitment attributable to the hedged risk will be transferred to the balance of the hedged item upon its recognition (recognition of balance of accounts payable or accounts receivable).

The Company holds interest rate swaps to hedge against its exposure to changes in fair value of some of its aircraft financing (Note 23).

Cash flow hedge

The effective portion of a gain or loss from the hedge instrument is recognized directly in other comprehensive loss while any ineffective portion of the hedge is recognized immediately in financial income (expenses).

The amounts recorded in other comprehensive income (loss) are transferred to the statement of operations when the hedged transaction affects, profit or loss for example when the financial income or expense being hedged is recognized or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recorded as other comprehensive income are transferred to initial carrying amount of the non-financial assets or liability.

If the occurrence of the forecast transaction or firm commitment is no longer likely, the amounts previously recognized in other comprehensive income are transferred to the statement of operations. If the hedge instrument expires or is sold, terminated, exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in comprehensive income remains deferred in other comprehensive income until the forecast transaction or firm commitment affects profit or loss.

The Company uses swap contracts to hedge against its exposure to any increase risk in interest rates related to its operating lease transactions.

Current and non-current classification

Derivative instruments that are not classified as effective hedge instruments are classified as current, non-current or segregated into current or non-current portions based on the underlying contractual cash flows.

• When the Company expects to maintain a derivative as an economic hedge (and do not apply hedge accounting) for a period exceeding 12 months after the balance sheet date, the derivative is classified as non-current (or segregated into current and non-current portions), consistent with the classification of the underlying item.

• Embedded derivatives that are not closely related to the host contract are classified in a manner consistent with the cash flows of the host contract.

• Derivative instruments that are designated as and are effective hedge instruments, are classified consistently with the classification of the underlying hedged item. The derivative instrument is segregated into current and non-current portion only if a reliable allocation can be made.

F-54

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.5. Inventories

Inventories consist of aircraft maintenance parts and uniforms. Inventories are valued at cost or net realizable value, whichever is lower, net of any provision for obsolescence.

3.6. Taxes

Income tax and social contribution

Current tax assets and liabilities are measured at expected amount recoverable from or payable. Tax rates and tax laws used to calculate the amounts are those in force or substantially in force at the balance sheet dates in the countries where the Company operates and generates taxable profit.

Current income tax and social contribution relating to equity items are recognized directly in net equity. The Company assesses on a regular basis the tax status of situations in which tax law requires interpretation and records provisions if appropriate.

Deferred taxes

Deferred taxes are recorded based on temporary differences at the balance sheet date between the tax basis of assets and liabilities and their book values.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• When the deferred tax liability arises from initial recognition of goodwill or assets or liabilities in a transaction that is not a business combination and, does not affect either accounting profit or taxable profit or loss on the transaction date;

• On the temporary taxes differences related to investments in subsidiaries, where the period of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not be reversed in the near future.

Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax credits and tax losses to the extent that it is probable that taxable profit will be available for their utilization, except:

• When the deferred tax assets related to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, on the transaction date, does not affect either the accounting profit or taxable profit or loss; and

• On deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the near future and taxable profit will be available so that the temporary differences may be used.

The book value of the deferred tax assets is reviewed on each balance sheet date and written off to the extent that it is no longer probable that taxable profits will be available to allow that all or part of the deferred taxes assets will be used. Unrecognized deferred tax assets are reassessed on each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow that the deferred tax assets be recovered.

F-55

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.6. Taxes (Continued)

Deferred tax assets and liabilities are measured at tax rates that are expected to be applicable in the year that the assets will be realized or the liability settled, based on tax rates (and tax law) enacted or substantially enacted on each balance sheet date. The rates of these taxes currently set for determining such deferred taxes, are 25% for income tax and 9% for social contribution.

Deferred taxes relating to items recognized directly in other comprehensive loss or net equity are also recognized in other comprehensive loss or net equity and not in the statement of operations.

Deferred tax assets and liabilities are presented net if there is a legal or contractual right to offset tax assets against tax liabilities and deferred taxes are related to the same taxable entity and subject to the same tax authority.

Sales taxes

Revenue, expenses and assets are recognized net of sales taxes and VAT, except:

• When sales taxes levied on the purchase of goods or services are not recoverable with the tax authorities, in which case the sales tax is recognized as part of acquisition cost of assets or expense item as applicable; and

• Receivables and payables are presented including the sales tax amount.

The net balance of sales taxes, recoverable or payable, is included as part of receivables or payables on the statement of financial position.

The revenue from sales of goods and services are subject to the following taxes and contributions:

• State value added tax on goods and services—ICMS—levied on air cargo operations, at rates ranging from 4% to 19%.

• Federal Contribution for Social Security Financing (COFINS) levied on passenger transport at the rate of 3% and at 7.6% on remaining revenues.

• Federal Social Integration Program (PIS): levied on passenger transport at the rate of 0.65%, and at 1.65% on remaining revenues.

• Social Security Contribution (INSS): On January 1, 2013, the Federal Government through the “MP 540/12”, converted into law n. 12.546/11 determined that the INSS contribution must be calculated over month revenues, at rate of 1%. Until December 31, 2012 this contribution was calculated based on payroll disbursements. Accordingly, since January 1, 2013, the Company is presenting the INSS charge as a reduction of the gross revenue.

These are recorded as deductions from passenger and cargo transport and other revenues in the statements of operations.

3.7. Foreign currency transactions

The consolidated financial statements are presented in Brazilian reais (R$), which is the Company’s functional currency.

Transactions in foreign currencies are initially translated into the functional currency using the exchange rates prevailing at the date of the transaction.

F-56

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.7. Foreign currency transactions (Continued)

The assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rates prevailing at the balance sheet date.

Non-monetary items denominated in foreign currency at historical cost basis are translated into the functional currency using the effective exchange rate on the dates of original transactions. Non-monetary items denominated in foreign currency measured at fair value are translated using the exchange rates prevailing on the date of determination of fair value.

The corresponding exchange rate differences are recorded in the Company consolidated income statement. Changes in fair value of the hedging instruments are recorded using the accounting treatment described in note 3.4. “Derivative financial instruments and hedge accounting”.

3.8. Property and equipment

Assets included in property and equipment are recorded at acquisition or construction cost including interest and other financial charges. Pre-payments for aircraft under construction, including interest and finance charges incurred during the manufacturing period of the aircraft and leasehold improvements, are also recorded under property and equipment.

The Company receives credits from manufacturers on acquisition of certain aircraft and engines that may be used for the payment of maintenance services. These credits are recorded as a reduction of the cost of acquisition of the related aircraft and engines and against other accounts receivable. These amounts are then charged to expense or recorded as an asset, when the credits are used to purchase additional goods or services. In the case of operating leases, these credits are deferred and recorded as a reduction of operating lease expenses on a straight line basis during the term of the respective agreement.

Owned aircrafts are recorded at cost of acquisition and are subjected to impairment testing, if there are impairment indicators. Aircraft equipment, rotables and tools including reparable spare parts with useful lives that exceed one year are recorded as property plan and equipment at cost of acquisition.

Aircraft lease agreements are accounted for as either operating or finance leases (note 3.12).

Depreciation is calculated through the straight line method in accordance with the estimated useful lives of the assets as follows:

Leasehold improvements	5 years
Computer equipment and peripherals	5 years
Aircraft	12 years
Engines	12 years
Heavy maintenance	3 years
Tools	10 years
Vehicles	5 years
Furniture and fixtures	10 years
Aircraft equipment	10 years
Simulator	12 years

F-57

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.8. Property and equipment (Continued)

The net book value and useful life of assets and the depreciation methods are reviewed at the end of each year and adjusted prospectively, if necessary.

The Company considers that its aircraft have three major components; airframe, engines and heavy maintenance. The Company allocated a maintenance cost component to engines as a portion of the total aircraft cost at the moment of acquisition. This component is depreciated over its useful life, which is the period extending up to the next heavy maintenance or the remaining useful life of the engines, whatever is shorter.

The Company has a maintenance contract for its engines that covers all significant maintenance activity. The Company has a “power-by-the-hour” type contract, which establishes the rate for maintenance per hour flown, which will be paid in accordance with the total hours flown when maintenance occurs.

Depreciation expense of major maintenance expenses capitalized is recorded in the depreciation and amortization in the consolidated statement of operations.

Repairs and routine maintenance are expensed in the period in which they are incurred. Significant maintenance costs are capitalized when it is likely that they will result in future economic benefits that exceed the originally assessed performance target for existing assets of the Company. These maintenance costs are depreciated over useful lives determined in accordance with the period until the next scheduled significant maintenance.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognized in income.

3.9. Business Combinations

The Company accounts for business combinations using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on its fair value on the acquisition date. Costs directly attributable to the acquisition are expenses The assets acquired and liabilities assumed are measured at fair value, classified and allocated according to the contractual terms, economic circumstances and relevant conditions on the acquisition date. Goodwill is measured as the excess of the consideration transferred over the fair value of net assets acquired. If the consideration transferred is smaller than the fair value of net assets acquired, the difference is recognized as a gain on bargain purchase in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses (Note 5).

3.10. Intangible assets

Separately acquired intangible assets are measured at cost on initial recognition. After initial recognition, intangible assets are stated at cost, less any accumulated amortization and accumulated impairment losses. Internally generated intangible assets are not capitalized.

The useful life of intangible assets is assessed as definite or indefinite.

F-58

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.10. Intangible assets (Continued)

Intangible assets with definite useful lives are amortized over their estimated useful lives and tested for impairment, whenever there is an indication of any loss in the economic value of the assets. The period and method of amortization for intangible assets with definite lives are reviewed at least at the end of each fiscal year or when there are indicators of impairment. Changes in estimated useful lives or expected consumption of future economic benefits of these assets are recorded by means of changes in the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization of intangible assets with definite lives is recognized in the statements of operations in the expense category consistent with the use of intangible assets (Note 16).

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment at each year-end or whenever there is an indicator that their carrying amount cannot be recovered, either individually or at the cash generating until level. The assessment is reviewed annually to determine whether the indefinite useful life continues to be valid. If not, the change in useful life from the indefinite to definite is made on a prospective basis.

Gains and losses resulting from the disposal of intangible assets are measured as the difference between selling price and the book value of assets, and are recognized in the statements of operations upon disposal of the assets.

In connection with the acquisition of TRIP, the Company identified airport operating rights as having indefinite useful lives. The fair value of Pampulha, Santos Dumont and Fernando de Noronha airports operating rights were capitalized at the acquisition date. These rights were valued based on estimated discounted future cash flows and are considered to have indefinite useful lives due to several factors, including requirements for necessary permits to operate within Brazil and limited landing rights availability in Brazil’s most important airports in terms of traffic volume.

The Company performs an annual review for impairment indicators in order to assess events or changes in economic, technological, or operating conditions which may indicate that an asset is not recoverable. If any, those indicators are identified when performing the annual impairment testing and the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less cost to sell and its value in use. Recoverable amount is determined for an individual asset, unless that asset does not generate independent cash inflows. When the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment charge is recorded and the asset is written down to its recoverable amount.

The Company operates as a single CGU.

In estimating the value in use of assets, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the weighted average cost of capital for the industry in which the cash-generating unit operates. The fair value less cost to sell is determined, whenever possible, based on a firm sales agreement carried out on an arm’s length basis between known and interested parties, adjusted for expenses attributable to asset sales, or when there is no firm sale commitment, based on the market price of an active market or most recent transaction price of similar assets.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such

F-59

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.10. Intangible assets (Continued)

indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

3.11. Impairment of non-financial assets

The following assets have specific characteristics for impairment testing:

Goodwill

Goodwill is tested for impairment annually or when circumstances indicate that the carrying value may not be recoverable.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

Intangible assets

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

3.12. Leases

The leases of property and equipment in which the Company substantially hold the risks and benefits of ownership are classified as finance leases. Finance leases are recorded as a financed purchase, acknowledging from the outset a fixed asset and a financing liability (lease). Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the statement of operations.

Aircraft held under finance leases are recorded based on the lower of the fair value of the aircraft and the present value of the minimum lease payments, discounted at an implicit interest rate when it is clearly identified in the lease agreement, or the market interest rate.

The assets are depreciated over the remaining economic useful life of the leased assets or the contractual term, whenever there is no reasonable certainty that the Company will obtain ownership of the property at the end of the contractual term, whichever is shorter.

Leases in which a significant portion of the ownership risks and benefits remain with lessor are classified as operating leases. Payments made for operating leases (including direct costs and incentives received from the lessor of each contract) are expensed once straight-line method during the lease term.

F-60

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.13. Security deposits and maintenance reserves

Aircraft and engine maintenance reserves

The maintenance deposits refer to payments made in US dollar by the Company to lease companies to be used in future aircraft and engine maintenance work. Management performs regular reviews of the recovery of maintenance deposits and believes that the values reflected in the consolidated balance sheet are recoverable. These deposits are used for the payment of maintenance work performed, and might be reimbursed to the Company after termination of the contracts. Certain lease agreements establish that the existing deposits, in excess of maintenance costs are not refundable. Such excess occur when the amounts previously used in maintenance services are lower than the amounts deposited. Any excess amounts retained by the lessor upon the lease contract termination date, which are not considered material, are recognized as additional aircraft lease expense. The exchange rate differences on payments, net of maintenance costs, are recognized as an expense income. Payments related to maintenance that the Company does not expect to perform are recognized when paid as additional rental expense. Some of the aircraft lease agreements do not require maintenance deposits.

Deposits in guarantee and collaterals for lease agreements

The deposits in guarantee and collaterals represent amounts paid to lessors at the inception of the lease agreements. The deposits in guarantee and collaterals are denominated in U.S. Dollars, do not bear interest and are refunded to the Company upon termination of the agreements.

3.14. Provisions

Provisions are recognized when the Company has a present legal or constructive obligation, as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. When the Company expect that the value of a provision will be reimbursed, in whole or in part, as for example under an insurance contract, the reimbursement is recognized as a separate asset but only when reimbursement is virtually certain. The expense relating to any provision is presented in the statements of operations, net of any reimbursement.

The Company is party to other judicial and administrative proceedings. Provisions are set up for all legal claims related to lawsuits for which it is probable that an outflow of funds will be required to settle the legal claims obligation and a reasonable estimate can be made. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, the most recent court decision and their relevance in the legal system, as well as the assessment of legal counsel.

Lease contracts determine in what conditions the Company must return the leased aircraft to the lessor. The Company estimates a provision based on the projected future costs to be incurred to return the asset in an acceptable condition as contractually required, taking into consideration the current fleet and long term maintenance plans.

F-61

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.15. Employee benefits

i) Executive bonus

The Company sets up a provision for executive bonus, which is contingent upon the meeting of predefined goals and it is recorded in the statement of operations under Salaries, wages and benefits.

ii) Share-based payment

The Company offered their executives share-based payment plans, to be settled with Company shares, where the Company receive services provided by these professionals in consideration for share options.

The cost of equity settled awards with employees is measured based on the fair value as of the grant date. In order to determine fair value, the Company uses the Black-Scholes option pricing model (Note 28).

The cost of equity settled awards is recognized together with a corresponding increase in equity, over the period in which performance and/or service conditions are fulfilled, ending on the date the employee acquires the full right to the award (vesting date). The cumulative expense for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and management’s best estimate of the number of equity instruments that will be vested. The expense or credit in the income statement for the period is recorded in “Salaries, wage and benefits” and represents the change in the accumulated expense recognized in the period.

No expense is recognized for awards that do not vest, except for premiums in which the acquisition is subject to a market or non-vesting condition. These are treated as vesting, regardless of whether the market conditions are met or not, provided that all the other acquisition conditions are met.

When the terms of an equity settled award are modified, the minimum expense is that which would have been recognized had the terms not been modified. An additional expense is recognized for any modification that increases the total fair value of the share based payment transaction or those otherwise benefits the employee, as measured at the date of modification.

When a premium for settlement with shares is canceled, it is treated as having vested on the cancellation date and any expense not recognized for the award is immediately recognized. This includes any award in which the non-vesting conditions within the control of the Company or the counterparty are not met. However, if a new plan replaces the plan canceled and designated as a replacement award on the date of grant, the canceled plan and the new plan are treated as if they were a modification to the original plan, as described in the previous paragraph.

3.16. Revenue recognition

Flight revenue is recognized upon effective rendering of the transport service. Tickets sold and not used, corresponding to advanced ticket sales (air traffic liability) are recorded in current liabilities. Tickets expire in one year. The Company recognizes revenue, upon the departure of the related scheduled flight and from tickets that are expected to expire unused (brakeage). The Company

F-62

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.16. Revenue recognition (Continued)

estimates the value of future refunds and exchanges, net of forfeitures for all unused tickets once the flight date has already passed. These estimates are based on historical data and experience from past events. The estimated future refunds and exchanges included in the account of advance ticket sales are compared monthly to actual refunds and exchange activities in order to monitor if the estimated amount of future refunds and exchanges is reasonable (Note 19).

Other service revenues relate to ticket change fees, excess luggage, cargo transportation, Espaço Azul fee, charter and other services, which are recognized when services are provided. Interest income is recognized as described in Note 3.3.

3.17. “Tudo Azul” Program

Until June 15, 2013, the Company had a customer loyalty plan in which for every flight taken, customers accumulated between 5% and 10% of the ticket value. When they accumulate R$50, they received a voucher which could be used for a discount on an upcoming flight. This program structure was completely different from others in the market, creating some difficulty to our customers to understand it. In addition, customers prefer to redeem awards for free tickets instead of discounts.

On June 16, 2013 the Company decided to change the program resulting in a different way for customers to accumulate and redeem points. According to the new program, customers will still accrue points based on the amount spent on tickets flown. The amount of points earned depends on Tudo Azul membership status, market, flight, day-of-week, advance purchase, booking class and other factors, including promotional campaigns. The Company’s customers had earned points which had not been utilized in the Tudo Azul program. Points expire in 2 years after the date earned.

Upon the sale of a ticket, the Company recognizes a portion of the ticket sales as revenue when the transportation service occurs, as described in 3.16 above and defers a portion corresponding to the points earned under the Tudo Azul Program, in accordance with IFRIC 13, Customer Loyalty Programs.

The Company determines the estimated selling price of the air transportation and points as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements individually on a pro rata basis. The Company’s estimated selling price of points is based on the price the Company sells points to third parties, such as credit card companies.

The Company also sells points of the Tudo Azul loyalty program to third parties. The related revenue is deferred and recognized as passenger revenue when points are redeemed and the related transportation service occurs. The fair value of a point is estimated on an annual basis using the average points redeemed and the estimated value of purchased tickets with the same or similar restrictions as frequent flyers awards.

The Company recognizes revenue for points sold and awarded that will never be redeemed by program members. The Company estimates such amounts annually based upon the latest available information regarding redemption and expiration patterns.

Points awarded or sold and not used are recorded in air traffic liability (Note 19).

F-63

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.18. Segment information

IFRS 8 requires that operations are identified by segment based on internal information used by decision makers to allocate funds to segments and assess their performance.

The operations of the Company consist of air transportation services in Brazil. The Company’s management allocates funds based on the consolidated results. The main assets generating revenue of the Company are its aircraft, from which revenue is generated in Brazil. Other revenues are basically derived from cargo operations, interest on installment sales, excess luggage, penalties for cancellation of tickets, and all items are directly attributed to air transport services.

Based on how the Company manages its business and the way in which fund allocation decisions are taken, the Company has only one operating segment for financial reporting purposes.

3.19. IFRS pronouncements not yet in force at December 31, 2013

Set out below are the standards issued but not yet effective at date of issuance of the Company’s consolidated financial statements. This list of standards and interpretations issued includes those that the Company reasonably expects will impact the disclosures, financial position or results of operations upon their future application. The Company intends to adopt such standards, if applicable, when they become effective.

Standard	Main requirements	Effective date
IFRS 9 (as amended in 2011)—Financial Instruments	Issued in November 2009 and amended in December 2011, introduces new requirements for the classification and, measurement, and of financial assets.	Effective for years beginning on or after January 1, 2015.
Amendments to IAS 32—Offsetting Financial Assets and Financial Liabilities	Provides guidance on the application of the standards to set off financial assets and financial liabilities.	Effective for annual periods beginning on or after January 1, 2014. Adopted on a retrospective basis.
Amendments to IFRS 10, IFRS 12 and IAS 27—Investment Entities	The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. It is not expected that this amendment would be relevant to the Company, since none of the entities in the Company would qualify to be an investment entity under IFRS 10.	These amendments are effective for annual periods beginning on or after 1 January 2014.

F-64

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.19. IFRS pronouncements not yet in force at December 31, 2013 (Continued)

Standard	Main requirements	Effective date
IFRIC 21—IFRIC Interpretation 21 Levies	IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The Company does not expect that IFRIC 21 will have material impact in its financial statements.	IFRIC 21 is effective for annual periods beginning on or after 1 January 2014.
Amendments to IAS 39—IAS 39 Novation of Derivatives and Continuation of Hedge Accounting	These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The Company has not novated any its derivatives during the current period. However, these amendments will be considered in the event of future novations.	These amendments are effective for annual periods beginning on or after 1 January 2014.

F-65

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

3. Significant accounting policies (Continued)

3.20. New and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial years, except for the following new standards effective as of 1 January 2013:

Standard	Main requirements
IFRS 10—Consolidated Financial Statements	Supersedes IAS 27 in relation to the requirements applicable to the consolidated financial statements and SIC 12. IFRS 10 established a single control-based consolidation model, regardless of the investment nature.
IFRS 11—Joint Arrangements	Eliminated the proportionate consolidation model for jointly-controlled entities and maintained the equity method model only. It also eliminates the concept of “jointly-controlled assets” and maintains “joint operations” and “jointly ventures” only.
IFRS 12—Disclosure of Interests in Other Entities	Improves the disclosure requirements of investments in entities over which the Company has significant influence.
IFRS 13—Fair Value Measurement	Supersedes and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines the fair value and how to determine the fair value and the disclosure requirements related to the measurement of fair value. However, it does not introduce any new requirement or amendment with respect to items that should be measured at fair value, which remain as originally issued.
Amendments to IAS 19—Employee Benefits	Eliminates the corridor approach, so that actuarial gains and losses would be recognized through other comprehensive income for pension plans and through profit or loss for other long-term benefits, when incurred, and introduces other changes.
Amendments to IAS 1—Presentation of Financial Statements	Introduces the requirement that items recorded in other comprehensive income should be segregated and recorded among items that are subsequently reclassified to profit and loss or not.

Considering the Company’s current operations, there was not a significant impact on the financial statements upon the adoption of these new standards, interpretations and amendments.

F-66

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting judgments, assumptions and estimates

Judgments

The preparation of consolidated financial statements of the Company requires management to make judgments and estimates and adopt assumptions that affect the amounts of revenue, expenses, assets, liabilities and disclosures of contingent liabilities at the base date of the financial statements. However, uncertainty relating to these assumptions and estimates could lead to amounts that require a significant adjustment to the book value of assets or liabilities affected in future periods.

Lease classification

The Company has entered into operating and finance lease contracts on the aircraft it operates. The Company has assessed classification of leases between finance and operating based on the terms and conditions of the arrangements. A finance lease is recognized when significant risk and rewards of the ownership of the aircraft it operates are transferred; otherwise the contract is accounted for as an operating lease.

Fair value measurement of share subscription warrants

The consideration for the acquisition of TRIP includes share subscription warranty’s that are recorded as financial liabilities under IAS 32.

The share subscription warrants were recorded at fair value at the acquisition date as part of the business combination. The warrants are remeasured at fair value at each reporting date. As there are no Level 1 or Level 2 indicators of fair value available, the determination of the fair value is based on a Monte Carlo valuation model. The key assumptions take into consideration the probability of meeting each performance target and a discount factor.

Modification of the scenarios initially designed may require further revisions to the estimate. The share subscription warrants are classified as other financial liability (Note 5).

Estimates and assumptions

The main assumptions concerning the sources of uncertainty in future estimates and other important sources of uncertainty in estimates at the balance sheet date, involving significant risk of causing a significant adjustment in the book value of assets and liabilities in the next financial year are discussed below:

Breakage

The Company recognizes revenue from tickets fares that are expected to expire unused based on historical data and experience. Estimating expected breakage requires management to make judgment, among other things, the extent to which historical experience is an indication of the customer behavior. Annually, or more frequently as the experience data suggests, management reassesses the historical data and makes required improvements.

Impairment of non-financial assets

An impairment loss exists when the book value of assets or cash-generating unit exceeds its recoverable amount, which is the higher of fair value less sales costs and value in use. The calculation of fair value less

F-67

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting judgments, assumptions and estimates (Continued)

sales costs is based on information available of transaction for sale of similar assets or market price less additional costs for disposing of assets. The calculation of value in use is based on the discounted cash flow model.

Cash flows are derived from the budget for the next five years and do not include reorganization activities to which the Company have not yet been committed or significant future investments that will improve the basis of assets of the cash-generating unit subject matter of test. The recoverable amount is sensitive to the discount rate used in the method of discounted cash flow and expected future cash receipts and growth rate used for extrapolation.

Residual value of the owned aircrafts

The Company management has determined that the residual value of the aircraft components owned is 54.9% of the cost of the asset, so the depreciation of flight equipment is made accordingly. Annually, management reviews the useful life and salvage value of each of these assets.

Transactions with share-based payments

The Company measures the cost of transactions settled with shares with employees based on the fair value of equity instruments at the date of grant. The estimated fair value of share-based payments requires determining the most appropriate assessment model for the grant of equity instruments, which depends on the terms and conditions of the grant. This also requires determining the most appropriate data for model assessment, including the option’s expected life, volatility, dividend income, and related assumptions. The assumptions and models used to estimate the fair value of share-based payments are disclosed in Note 28.

Taxes

There are uncertainties regarding the interpretation of complex tax regulations, the amount, and the time of future taxable profit. Given the long term nature and complexity of existing contractual instruments, differences between actual results, and the assumptions made, on future changes in these assumptions could require future adjustments in revenue and tax expenses already recorded. The Company recorded provisions based on reasonable estimates for possible consequences of audits by tax authorities of the respective jurisdictions in which they operate. The value of such provisions is based on several factors such as experience of previous tax audits and differing interpretations of tax regulations by the taxpaying entity and the tax authority in charge. Such differences of interpretation may arise in a wide variety of subjects depending on prevailing conditions.

Deferred tax assets are recognized for all loss carryfowards to the extent that it is probable that there will be taxable profit available to allow the use of such losses. Significant judgment is required to determine the value of deferred tax assets that can be recognized based on the approximate term and level of future taxable profits together with future tax planning strategies.

Currently the Company is generating loss carryforwards due to the fact that it is in early stages of developing its business plan. Income tax and social contribution loss carryforwards do not expire and cannot be used for offsetting against taxable profit of a Company other than from those that originate them. The offset of accumulated loss carryforwards is limited to a maximum of 30% of taxable profit generated in a given fiscal year.

F-68

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting judgments, assumptions and estimates (Continued)

Provisions for tax, civil and labor risks

The Company recognizes provisions for civil and labor suits. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, available case laws, most recent court decisions, and their relevance in the legal system, or the assessment of independent counsels. Allowances are reviewed and adjusted to take into account changes in circumstances such as the applicable limitation period, findings of tax inspections and additional exposures identified based on new issues or decisions of courts (Note 29).

Fair value of financial instruments

When the fair value of assets and liabilities presented in the balance sheet cannot be obtained in an active market it is determined using valuation techniques, including the discounted cash flow model. The data for these methods is based on those prevailing in the market, when possible. However, when it is not feasible, a certain level of judgment is required to establish fair value. Judgment includes considerations on the data used, for example, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the fair value presented of the financial instruments.

“Tudo Azul” Program—Loyalty Plan

As described in Note 3.17, the Company accounts for “Tudo Azul” program using the deferred revenue method. Under the deferred revenue method, the Company accounts for award points as a separately identifiable component of the sales transactions in which they are granted and recognizes a liability for the fair value of all outstanding points as of the issuance date, regardless of how they originated. The fair value of the points is deferred until they are used for an award.

Provision for return of aircrafts and engines

For aircraft under operating leases, the Company is contractually required to return the equipment in a predefined level of operational capability. The Company recognizes a provision based on the aircraft and engines return costs, as set forth in the lease agreement.

The aircraft´s return cost provisions is estimated based on expenditures incurred in aircraft reconfiguration (interior and exterior), license and technical certification, painting, etc., according to return terms.

The engine’s return cost provision is estimated based on evaluation and minimum contractual conditions of the equipment that should be returned to the lessor, considering not only the historical costs incurred, but also the equipment conditions at the time of evaluation.

Determination of useful life and significant components of property and equipment

The Company believes that important aircraft parts to be separated are engines and their respective scheduled heavy maintenance. These parts are depreciated in accordance with the useful lives defined in the fleet renovation plan and the maintenance schedule.

5. Business combination

On November 30, 2012, Azul S.A. acquired 100% of the total share capital of TRIP Linhas Aéreas S.A. The acquisition was a share-for-share exchange with no transfer of cash between the parties. The Company issued new shares which were paid as consideration to TRIP’s shareholders for 100% of TRIP. These new

F-69

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

5. Business combination (Continued)

shares (before stock split; refer to note 21) are comprised of 1,231,343 ordinary shares and 553,627 class B preferred shares, which combined represent 30.69% of total shares issued. In addition to the shares, the Company also issued share subscription warrants that can be converted in up to 200,571 (class B) preferred shares.

The reason for the acquisition was to increase our network connectivity and the routes we are able to offer to our passengers.

On November 22, 2012, the Brazilian National Civil Aviation approved the incorporation of TRIP by the Company, which became the 100% shareholder of the TRIP. On this date, the Company took control of the financial and operating policies of TRIP. The Company accounted for this business combination transaction using the acquisition method, and considered November 30, 2012 as the acquisition date. The Company considered that the results of operations of TRIP from November 22, 2012 to November 30, 2012 to be immaterial.

The fair values of the identifiable assets and liabilities at the date of acquisition were the following:

	Fair value
Assets
Cash and cash equivalents		1,667
Restricted cash		55,885
Short-term investments		32,514
Trade and other receivables		114,791
Inventories(i)		42,377
Recoverable taxes		4,715
Other assets(iii)		91,260
Security deposits and maintenance reserves		94,937
Property and equipment(i)		830,654
Intangible assets(ii)		85,448
		1,354,248
Liabilities
Loans and financing(iv)		(943,404	)
Accounts payable		(246,547	)
Air traffic liability		(60,772	)
Salaries, wages and benefits		(58,749	)
Insurance premiums payable		(3,133	)
Taxes payable		(67,139	)
Deferred income tax and social contributions(v)		(83,968	)
Derivative financial instruments		(8,220	)
Provision for legal claims(iii)		(36,490	)
Provision for return of aircrafts and engines		(8,554	)
		(1,516,976	)
Total Net liabilities		(162,728	)

(i) The Company performed the fair value valuation of inventories and fixed assets based on their conditions at the acquisition date. The amounts recognized were R$1,930 and R$111,896 for inventories and fixed assets, respectively.

F-70

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

5. Business combination (Continued)

(ii) The Company recognized the value of the slots at the airports of Pampulha, Santos Dumont, and Fernando de Noronha as an intangible asset. These rights were valued based on a discounted cash flow analysis. The amount recognized for these items was R$82,197.

(iii) The Company recognized the fair value of R$10,202 of contingent liabilities of the acquired company. As the amount actually paid relating to these contingencies, provision for legal claims and certain other items, will be refunded to the Company under an indemnification from TRIP’s former Shareholders, a receivable was also recorded in the amount of R$76,217.

(iv) The Company recognized an adjustment to the fair value of financial liabilities of the acquired company in the total amount of R$50,942.

(v) The Company recognized deferred income taxes and social contribution for all the fair value adjustments, in the amount of R$83,968.

The total consideration transferred was:

Fair value of the consideration transferred—shares issued	474,526
Fair value of share subscription warrants issued	116,248
Total consideration	590,774
Total net liabilities acquired at fair value	162,728
Goodwill	753,502

The goodwill recognized is non-deductible for income tax purposes.

Transaction costs of R$43,960 have been expensed.

From the date of acquisition, until December 31, 2012, TRIP contributed R$164,227 of revenue and R$15,986 of losses before tax from continuing operations. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been R$4,127,384 and the loss before tax from continuing operations for the Company would have been R$440,005.

Management concluded the evaluation of the fair value of acquired assets, including intangible assets and liabilities, as well as the impact of deferred taxes in the twelve months following the acquisition, and not identify any adjustments to be considered at the acquisition date.

Fair value of consideration transferred and share subscription warrants issued

TRIP´s Investment Agreement included an adjustment mechanism, only applicable in certain circumstances as described below, which TRIP’s former Shareholders’ may exercise warrants to receive participation in the Company’s total share capital, immediately before the capital increase resulting from any future Initial Public Offering (“IPO”) of the Company. This adjustment could result in the issuance of additional preferred shares with the number subject to the Company´s share value, in U.S. dollars, as determinate in the pricing of a future public offering to occur within 24 months from August 2012.

The pre-money equity valuation consists of the price per share specified in the announcement of a future IPO, multiplied by the total number of common and preferred shares issued by the Company immediately prior to the IPO and taking into account the difference in economic interest between the common and preferred shares (as each common share is conversable into preferred shares at ratio of 75.0 common shares for 1.0 preferred share). The price per share will be converted into U.S. dollars at the average purchase and

F-71

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

5. Business combination (Continued)

sale exchange rates for Brazilian Reais and U.S. dollars. The total additional shares would be issued if the pre-IPO valuation is less than US$1.6 billion reduced proportionally up to a valuation of US$2.0 billion at which point no additional considerations is awarded. However, if the IPO does not occur prior to August 2014, the full additional shares would be issued. The warrant can only be settled by issuance of additional shares.

In order to calculate the fair value of the consideration transferred (shares issued) as of December 31, 2012, the Company performed a valuation of the combined entity and which result in TRIP’s shareholders’ participation to be equivalent to 27% of the economic interest, in the combined entity. To perform this valuation, the company used the Discount Cash Flow methodology, and forecasted the free cash flow of the Company for the following 5 years, with a terminal value at the end of year 5. To determine for the value of the warrants, the Company used an approach similar to the Monte Carlo option pricing model. This pricing model considers the initial valuation of the Company described above as well as additional considerations, including the synergy’s from the merger, probability weighted future performance outcomes for the Company, which predicts the likelihood that the option will result in additional consideration to the former TRIP shareholders. The resulted price, equivalent to the weighted average of all different values, was discounted using Weighted Average Cost of Capital (“WACC”), to reflect at December 31, 2012 balance sheet, as a warranty liability. The fair value of this share subscription was estimated to be R$116,248 which was recorded as within “other financial liabilities” and as additional purchase consideration in the TRIP acquisition. There were no significant changes in the fair value of these warrants between the acquisition date and December 31, 2012.

On December 27, 2013 there was an Amendment to the Investment Agreement with the former shareholders of TRIP. This agreement removed the original adjustment mechanism described above, and established that the former shareholders of TRIP would be entitled to an additional 3% participation in the economic interest capital stock of the Company (Note 21). There are no further shares to be issued in the event of an IPO of the business.

Key assumptions used in the calculation of the fair value of the share subscription warrants

Discount rate: the discount rate was based on the Company’s Weighted Average Cost of Capital. To determine the cost of equity, the unlevered Beta of comparable companies was considered and it was, then levered in accordance with to the Company’s capital structure, and finally multiplied by the equity risk premium of the market. To determine cost of debt the average income tax rate of 34% was considerate and changes interest incurred by the Company on all working capital and aircraft financing contracts in place.

Long Term Growth Rate: it was determined based on growth rates used on analyst reports of companies in similar industries. We have also used as a proxy the average inflation rate of the last 10 years.

Free Cash Flow: the valuation of the Company was calculated based on the present value of the Company’s free cash flow during the next 5 years plus a Terminal Value. To determine the free cash flow, we took the EBIT (Earnings Before Income and Taxes), added depreciation and the change in net working capital, and subtracted taxes and capital expenditure.

Terminal Value: the terminal value is equivalent to the present value of the Company’s free cash flow in perpetuity. To estimate it, we used the Gordon Growth Model, in which we considered present value of the free cash flow generated by the Company in the year 6 of the projection, divided by the difference between the WACC and the Long Term Growth Rate.

F-72

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

6. Cash and cash equivalents

Cash and cash equivalents were comprised of:

	December 31,
	2013		2012		2011
Cash and bank deposits		100,296		189,149		66,611
Cash equivalents
Bank Deposit Certificate—CDB		343,768		41,936		65,053
Agribusiness Credit Bills—LCA		102,219		40,031		—
		546,283		271,116		131,664

The total amount recognized as cash and bank deposits is related to current accounts with major Brazilian banks.

The floating rates of CDBs and LCAs are between 100.0% and 102.5% of the Brazilian Interbank Deposit Certificate (CDI) and are repayable on demand.

7. Restricted cash

As of December 31, 2013, the Company had no restricted cash.

As of December 31, 2012, the Company had R$84,288 of restricted cash related to working capital loan guarantees. Following the acquisition of TRIP, the Company had to temporarily replace TRIP’s credit card receivables for cash as guarantees for its working capital loan.

In February, 2013, the Company reestablished the required amount of credit card receivables as guarantees for these working capital loans and the amount of R$84,288 was reclassified into cash and cash equivalent.

8. Short-term investments

Short-term investments are composed mainly of local investments denominated in Reais, and foreign bonds denominated in US dollars. The maturity term of local investments is 90 days with daily interest accrual of 100.5% to 102.5% of CDI. The maturity term of bonds is of six years until, with semi-annual interest payments, fixed interest rate of 8.75% p.a.

9. Restricted investments

Restricted financial investments are comprised of by deposits for loans required by certain financial institutions, which were invested in floating rate CDBs and DI investments. The return on these investments varies from 90.0% to 104.5% of CDI.

10. Trade and other receivables

	December 31,
	2013			2012			2011
Credit cards		306,920			296,220			212,124
Travel agencies		34,288			88,086			33,170
Other receivables		91,544			23,537			16,667
Allowance for doubtful accounts		(1,127	)		(1,146	)		(1,718	)
		431,625			406,697			260,243

F-73

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

10. Trade and other receivables (Continued)

Accounts receivable from credit card companies will be received in installments of up to twelve months. Installment receivables which are due in over 60 days are amounted to R$295,832 at December 31, 2013 (December 31, 2012—R$187,555 and December 31, 2011—R$134,340). Average days-sales-outstanding was 34 days for the year ended December 31, 2013 (December 31, 2012—55 days and December 31, 2011—54 days). Generally, interest is charged on sales payable in installments with more than ten months.

The Company enters into factoring transactions with to banks or credit card management companies, in order to obtain funds for working capital. In 2013, the Company factored accounts receivable from credit cards with a face value of R$3,071,243 (December 31, 2012—R$1,514,360 and December 31, 2011—R$563,352), and received a net amount of R$3,042,850 (December 31, 2012—R$1,502,664 and December 31, 2011—R$552,866). The interest costs are recognized in financial expenses. Because these receivables are from the credit card companies and present a low credit risk, we were able to sell these receivables without any recourse to against the Company in the event of non-payment. For this reason the accounts receivable were derecognized in full.

The changes in the allowance for doubtful accounts are:

	December 31,
	2013			2012			2011
Balance at the beginning of the year		1,146			1,718			816
Increases		6,922			226			2,642
Recoveries		(6,941	)		(798	)		(1,740	)
Balance at the end of the year		1,127			1,146			1,718

Accounts receivable not yet due is amounted to R$432,752 as of December 31, 2013. Amounts up to 30 days overdue totaled R$2,933 as of December 31, 2013. The amounts for more than 30 days overdue totaled R$1,127, which have been fully provision.

11. Inventories

	December 31,
	2013			2012			2011
Parts and maintenance materials		98,003			71,886			20,257
Uniforms		2,492			576			1,253
Allowance for obsolescence		(15,524	)		(5,508	)		(2,542	)
		84,971			66,954			18,968

F-74

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

12. Prepaid expenses

	December 31,
	2013		2012		2011
Insurance premium		23,234		18,943		13,378
Aircraft and engine leases		60,167		38,281		25,813
Other		14,524		6,949		1,984
		97,925		64,173		41,175
Non-current:
Aircraft and engine leases		44,903		29,586		19,162
Current		53,022		34,587		22,013

Aircraft and engine lease prepayments are expenses on a straight line basis over the lease term.

13. Related parties

a) Transactions and balances

The Company was a party in two financing agreements with Cia Bozano, one of the Company´s shareholders, for a principal amount of R$120,000. Through the Private Placement occurred on December 27, 2013 (Note 21), in a non cash transaction, this debt was reduced by R$ 74,941. This amount corresponds to the issuance of 749,409 preferred shares to Cia Bozano, which is equivalent to an increase of 0.14% interest the Company is capital stock.

As of December 31, 2013, the outstanding amount under the financing agreement was R$54,450 (December 31, 2012—R$124,620 and December 31, 2011—R$0). The loan bears interest at a rate of 10.1% per year and is due to be repaid in full on June 29, 2014, but will become immediately payable in the event of an initial public offering of Company´s shares. To guarantee payment of these loans, the Company has pledged to Cia Bozano part of its agencies receivables (Note 18).

b) Compensation of key management personnel

Key management personnel include board of director members, officers and executive committee members. The compensation paid or payable to officers and directors services is as follows:

	December 31,
	2013		2012		2011
Salaries and wages		13,905		12,504		8,967
Bonus		10,170		7,588		6,599
		24,075		20,092		15,566

The executives of the Company participate in a share-based compensation plan (Note 28). At December 31, 2013, executives of the Company had approximately 1,911,082 (December 31, 2012—1,381,190 and December 31, 2011—814,330) vested options. The compensation expense recognized for the year ended December 31, 2013 amounted to R$1,379 (for the year ended December 31, 2012—R$3,967 and for the year ended December 31, 2011—R$2,098).

F-75

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

13. Related parties (Continued)

c) Rendering of services

The Company has a contract with the related party Águia Branca Participações S/A, the former parent company of TRIP, for the rendering of the following services: (a) sharing of information technology resources, for an indefinite period, and the amounts due are calculated based on the services used; and (b) consulting and technical professional within a period of 12 months, and the amounts due are calculated based on the services used. The amounts paid the following paid in 2013 was R$1,050 (for the year ended December 31, 2012—R$214 and for the year ended December 31, 2011—R$0).

14. Security deposits and maintenance reserves

	December 31,
	2013		2012		2011
Security deposits		148,395		96,243		37,609
Maintenance reserve deposits		352,936		179,330		50,607
		501,331		275,573		88,216

Presented below are the changes in the maintenance reserve balance:

	R$
Balance at December 31, 2011		50,607
Additions		61,294
Acquisition of subsidiary		60,519
Foreign exchange variations		6,911
Balance at December 31, 2012		179,330
Additions		147,010
Write-off		(4,264	)
Refunds		(8,319	)
Foreign exchange variations		39,178
Balance at December 31, 2013		352,936

Presented below are the changes in the security deposits:

	R$
Balance at December 31, 2011		37,609
Additions		32,565
Refunds		(7,237	)
Acquisition of subsidiary		34,420
Foreign exchange variations		(1,114	)
Balance at December 31, 2012		96,243
Proceeds		59,753
Refunds		(22,262	)
Foreign exchange variations		14,661
Balance at December 31, 2013		148,395

F-76

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

14. Security deposits and maintenance reserves (Continued)

Security deposits and maintenance reserves deposits are held in US dollars and are adjusted for foreign exchange differences. Security deposits are made in relation to aircraft lease contracts and will be returned to the Company when the aircraft is returned at the end of the lease agreement.

Our master lease agreements provide that we pay maintenance reserves to aircraft lessors to be held as collateral in advance of the performance of major maintenance activities. These lease agreements provide that maintenance reserves are reimbursable to us upon completion of the maintenance event in an amount equal to the lesser of: (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event. Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance work.

At lease inception and at each balance sheet date, we assess whether the maintenance reserve payments required by the master lease agreements are expected to be recovered through the performance of qualifying maintenance on the leased assets. Maintenance deposits expected to be recovered from lessors are reflected as prepaid maintenance deposits in the accompanying balance sheets. We assess recoverability of amounts currently on deposit with a lessor, based on a comparison to the amounts that are expected to be reimbursed at the time of the next maintenance event, and amounts not recoverable are expensed as supplemental rent.

We have concluded that the maintenance reserve deposits recorded at the balance sheet date are likely to be recovered due to the differential rate between the maintenance reserve payments and the expected cost of the related next maintenance event that the reserves serve to collateralize.

F-77

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

15. Property and equipment

	Leasehold and improvements			Equipment and facilities			Vehicles			Furniture and fixtures			Aircraft equipment			Aircraft and engines			Pre delivery payments for aircrafts			Property and equipment in progress			Total
Balance at December 31, 2010		1,014			14,817			507			2,447			19,869			834,359			15,729			22,560			911,302
Acquisitions		3,637			13,019			268			2,395			48,576			504,057			21,193			16,391			609,536
Transfers		—			(5,578	)		—			—			45,389			9,230			(8,781	)		(38,951	)		1,309
Disposals/Written-off		(1	)		(34	)		(25	)		(10	)		(198	)		(116,510	)		—			—			(116,778	)
Depreciation		(836	)		(3,697	)		(196	)		(406	)		(5,542	)		(72,635	)		—			—			(83,312	)
Balance at December 31, 2011		3,814			18,527			554			4,426			108,094			1,158,501			28,141			—			1,322,057
Acquisition of TRIP—Cost		9,610			11,003			1,086			4,465			86,821			894,345			14,996			—			1,022,326
Acquisition of TRIP—Accumulated depreciation		(4,811	)		975			(640	)		(1,013	)		(15,842	)		(170,341	)		—			—			(191,672	)
Acquisitions		2,276			7,346			236			1,380			36,628			371,766			13,573			1,218			434,423
Transfers		—			69			—			(29	)		—			16,587			(16,627	)		—			—
Disposals/Written-off		(2,632	)		(501	)		—			(22	)		(1,293	)		(624	)		(3,460	)		—			(8,532	)
Depreciation		(1,416	)		(4,942	)		(223	)		(571	)		(13,318	)		(80,084	)		—			—			(100,554	)
Balance at December 31, 2012		6,841			32,477			1,013			8,636			201,090			2,190,150			36,623			1,218			2,478,049
Acquisitions		7,623			15,865			340			2,310			95,912			238,892			5,749			5,392			372,083
Transfers		5,752			37			—			—			391			(140	)		(2,865	)		(3,175	)		—
Disposals/Written-off		(115	)		(1,653	)		(29	)		(101	)		(3,984	)		(13,789	)		(4,744	)		(3,160	)		(27,575	)
Depreciation		(3,023	)		(8,651	)		(349	)		(1,056	)		(26,493	)		(149,145	)		—			—			(188,717	)
Balance at December 31, 2013		17,079			38,075			975			9,789			266,916			2,265,968			34,763			275			2,633,840
2011
Total acquisition cost		5,049			25,518			961			5,156			116,447			1,303,955			28,141			—			1,485,227
Accumulated depreciation		(1,235	)		(6,991	)		(407	)		(730	)		(8,353	)		(145,454	)		—			—			(163,170	)
Net book value		3,814			18,527			554			4,426			108,094			1,158,501			28,141			—			1,322,057
2012
Total acquisition cost		14,303			43,435			2,283			10,950			238,603			2,586,029			36,623			1,218			2,933,444
Accumulated depreciation		(7,462	)		(10,958	)		(1,270	)		(2,314	)		(37,513	)		(395,879	)		—			—			(455,396	)
Net book value		6,841			32,477			1,013			8,636			201,046			2,190,158			36,623			1,218			2,478,049
2013
Total acquisition cost		27,563			57,684			2,594			13,159			330,922			2,810,992			34,763			275			3,277,952
Accumulated depreciation		(10,484	)		(19,609	)		(1,619	)		(3,370	)		(64,006	)		(545,024	)		—			—			(644,112	)
Net book value		17,079			38,075			975			9,789			266,916			2,265,968			34,763			275			2,633,840
Annual average depreciation rate—%		20			12			20			10			8-10			8-33			—			—

F-78

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

15. Property and equipment (Continued)

“Aircraft and engines” refer to owned aircraft and aircraft held under capital leases. Aircraft held under finance leases have a net book value of R$291,538 as of December 31, 2013 (December 31, 2012—R$246,890 and December 31, 2011—R$0.

The Company has a fixed limit for prepayments of certain aircrafts, which will be changed to a percentage of total cost of each aircraft starting June 2014. However, if the Company becomes public, this change will take place within 60 days of the IPO.

The Company entered into a sale and leaseback transactions of some aircraft. The lease involved in the transaction was classified as operating leases, and a gain on sale was recognized for an amount of R$27,352 for the year ended December 31, 2013 (Loss of for the year ended December 31, 2012—R$1,605 and for the year ended December 31, 2011—R$0).

For owned aircraft, we employ the built in overhaul method which results in the capitalization of engine shop visits for heavy maintenance. Under this method, the cost of major maintenance is capitalized and amortized as a component of depreciation and amortization expense until the next major maintenance event. The next major maintenance event is estimated based on the average removal times suggested by the manufacturer, and may change based on changes in aircraft utilization and changes in suggested manufacturer maintenance intervals. In addition, these assumptions can be affected by unplanned incidents that could damage a major component to a level that would require a major maintenance event prior to a scheduled maintenance event.

The amortization of capitalized maintenance expenses is included under the caption depreciation and amortization expense. Total maintenance included in results of operations was as follows:

	December 31,
	2013			2012			2011
Amortization of capitalized maintenance costs		(65,797	)		(33,184	)		(39,310	)
Maintenance materials and repairs		(331,725	)		(126,817	)		(60,915	)
		(397,522	)		(160,001	)		(100,225	)

F-79

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

16. Intangible assets

	Goodwill(i)			Airport operating licenses(ii)			Software			Total
Balance at December 31, 2010		—			—			12,175			12,175
Acquisitions		—			—			10,324			10,324
Transfers		—			—			(1,309	)		(1,309	)
Amortization		—			—			(4,229	)		(4,229	)
Balance at December 31, 2011		—			—			16,961			16,961
Acquisition of TRIP		753,502			82,196			3,248			838,946
Other acquisitions		—			—			15,026			15,026
Disposals		—			—			(637	)		(637	)
Amortization		—			—			(5,459	)		(5,459	)
Balances at December 31, 2012		753,502			82,196			29,139			864,837
Acquisition		—			—			30,185			30,185
Disposals		—			—			(342	)		(342	)
Amortization		—			—			(11,350	)		(11,350	)
Balances at December 31, 2013		753,502			82,196			47,632			883,330
Annual amortization rates—%		0	%		0	%		20%-33	%

(i) Refers to goodwill was recorded for as part of the acquisition of TRIP. The amount of R$753,502 represents the excess of the consideration transferred are the fair value of the net assets and liabilities acquired, as shown in Note 5.

(ii) As part of the purchase price allocation of TRIP´s acquisition, the Company recognized the value of the airport operating licenses; (Note 5). These intangible assets were deemed to have an indefinite life.

No impairment of goodwill was recognized as a result of our impairment test as at December 31, 2013.

F-80

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

17. Income tax and social contribution

a) Income tax and social contribution

	Year ended December 31,
	2013			2012			2011
Income/(loss) before income tax and social contribution		96,183			(171,969	)		(105,451	)
Combined tax rate		34	%		34	%		34	%
Income tax at combined tax rate		(32,702	)		58,469			35,853
Adjustments to calculate the effective tax rate:
Nondeductible losses on foreign subsidiaries		(55,549	)		(15,157	)		(15,220	)
Utilization of tax loss carryforwards		34,180			1,002			—
Benefit not recorded on tax losses and tax loss carryforwards as well as temporary differences(*)		(58,046	)		(42,078	)		(9,051	)
Deferred income taxes and social contribution on fair value adjustments on Business Combination		5,965			1,127			—
Permanent differences		6,952			(609	)		(9,350	)
Other		23,728			(1,627	)		(2,232	)
		(75,472	)		1,127			—
Income tax and social contribution current		(81,437	)		—			—
Income tax and social contribution deferred		5,965			1,127			—

(*) The items included on the benefit not recorded on taxes losses and on temporary differences were: nondeductible expenses related to navigation fee (under judicial discussion), expenses related to the change on the fair value of the warrant (described in Note 23), the tax loss recorded on one of our subsidiaries, allowances/provisions and Temporary Taxation Regime—RTT (stock options, financial leasing operation, depreciation of aircrafts and engines).

The Company recorded income taxes expenses as a result of taxable income generate by its subsidiaries. Accordingly to the Brazilian tax legislation, taxable income recorded in a subsidiary cannot be compensated with tax losses from other entities within the same group.

F-81

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

17. Income tax and social contribution (Continued)

b) Composition of deferred income tax and social contribution

	December 31,
	2013			2012			2011
Income tax loss carryforwards		169,905			171,671			79,953
Social contribution negative base tax carryforwards		61,166			61,802			28,786
Temporary differences
Provision for returns of aircraft and engines		5,221			2,930			—
Provision for tax, civil and labor risks		24,759			17,708			939
Tudo Azul program		14,382			4,728			4,149
Aircraft lease expense		16,025			13,573			—
Provision for navigation fees (legal claim)		59,555			8,683			—
Deferred income taxes over fair value of aircrafts		(23,886	)		(25,670	)		—
Deferred income tax over fair value of slots		(27,947	)		(27,947	)		—
Other deferred income taxes on business combination fair value adjustment		(25,042	)		(29,223	)		—
Depreciation of aircrafts and engines		(56,200	)		(44,019	)		(19,530	)
Others		7,079			(10,221	)		3,030
Total		225,017			144,015			97,327
Non-current deferred tax liabilities		(76,875	)		(82,840	)		—
Deferred tax assets not recognizes		301,892			226,855			97,327

As of December 31, 2013, R$301,892 of deferred tax assets were not recognized as they were deemed not realizable.

Deferred tax liabilities were recognized in respect of the tax effect of the fair value of the assets and liabilities acquired on the purchase of TRIP, that are non-taxable in the amount of R$76,875.

On November 11, 2013, was issued Provisional Measure No. 627 (“MP 627”), which adapts the tax laws to the Law no. 11,638 of December 28, 2007. The MP 627 aligns and adapts the tax rules to the current accounting rules. The MP 627 has mandatory effect from January 2015, or optionally from 2014. Currently, the Company in the process evaluating the impacts related to this new rule.

18. Loans and financing

	December 31,
	2013		2012		2011
Loans		2,663,065		2,590,873		1,140,349
Debentures		371,630		398,302		299,232
		3,034,695		2,989,175		1,439,581
Non-current		2,250,889		2,241,745		1,273,875
Current		783,806		747,430		165,706

F-82

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

18. Loans and financing (Continued)

18.1. Loans

	Guarantees	Interest	Repayment method	Final maturity		December 31, 2013		December 31, 2012		December 31, 2011
In foreign currency—US$
Purchase of aircraft(i)	Chattel mortgage	LIBOR plus “spread” of 1.75% to 6.1%	Quarterly, semestrely and monthly repayment		03/2025		916,507		830,255		415,382
Finance lease(ii)	Chattel mortgage	LIBOR 3M plus 1.25% to CDI plus 4.28%	Quarterly and monthly repayment		09/2022		266,288		195,775		—
FINIMP(iii)	Chattel mortgage	3.00% to 5.54%	Sole payment		10/2016		11,552		37.779		—
Working capital(iv)	Chattel mortgage	6.3% to 6.9%	Sole payment		06/2014		18,767		—		—
Others	Chattel mortgage	LIBOR plus “spread” of 7.25% and 7.5%	Quarterly and sole payment		11/2015		15,503		14,581		11,525
In local currency—R$
Working capital(iv)	Receivables of Azul and TRIP and cash collateral	124% to 128% of CDI	Quarterly and monthly repayment		01/2019		616,833		688,034		102,351
FINEP(v)	None	5.0%	Monthly repayment after grace period of 20 months		07/2021		69,871		64,281		75,865
Purchase of aircraft (FINEM, FINAME)(vi, vii, viii)	Investments and chattel mortgage of aircraft	TJLP plus 2% to CDI plus 2.75%	Monthly repayment		12/2024		747,744		760,168		535,226
Total in R$							2,663,065		2,590,873		1,140,349
Current portion of long term debt							665,238		537,698		165,076
Long term debt							1,997,827		2,053,175		975,273

(*) The balances of these items are presented with amounts adjusted by hedged risk of R$46,288 at December 31, 2013 (December 31, 2012—R$8,628 and December 31, 2011—R$25,160) after applying fair value hedge accounting rules (Note 23).

F-83

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

18. Loans and financing (Continued)

18.1. Loans (Continued)

a) The long-term debt matures as follows:

	December 31,
	2013		2012		2011
2013		—		—		154,813
2014		—		479,638		126,746
2015		418,076		344,919		110,993
2016		324,579		262,935		179,616
2017		240,125		183,373		179,212
After 2017		1,015,047		782,310		223,893
		1,997,827		2,053,175		975,273

b) Description of the loans and financings in the period

(i) Purchase of aircraft: During the year ended December 31, 2013, the Company entered into new loan agreements of R$68,750 for the purchase of aircraft. The loans have maturity dates ranging from 2018 to 2025 and will be repaid either on a monthly basis or a quarterly basis. The loans bear an interest rate of on LIBOR plus a spread of 4.54% to 4.91% per year.

(ii) Working capital: During the year ended December 31, 2013, the Company entered into new working capital financing agreements in the amount of R$204,644 in Reais and R$25,799 in US dollars. The maturity dates range from 2014 to 2017. The interest rates range from fixed 6.3% per year plus exchange variation, to 127% of the CDI.

(iii) FINEP: During the year ended December 31, 2013, the Company has taken another credit line from FINEP, a Brazilian agency under the Ministry of Science and Technology. The amount funded in the period was R$17,452 and it bears a fixed interest rate of 5% per year. The term is 100 months, with a 20 month grace period. The loan matures in 2021.

(iv) FINAME PSI: During the year ended December 31, 2013, the Company entered into new loan agreements of R$112,427 for the purchase of aircraft relating to FINAME PSI, a special credit line from BNDES (the Brazilian development bank). This credit line was fully used to finance the purchase of aircraft. The loan term is 114 months, with maturity dates ranging from 2013 to 2023. The majority of these borrowings have monthly repayments and bear interest on annual rate of 2.5%.

c) The following assets were offered to secure the financings:

	December 31, 2013		December 31, 2012		December 31, 2011
Property and equipment (net value) used as collateral		2,265,968		2,190,150		1,158,501

F-84

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

18. Loans and financing (Continued)

18.1. Loans (Continued)

d) Covenants

Certain Company’s financing agreements contain restrictive covenants. As of December 31, 2012, the Company was not in compliance with certain of these covenants, which resulted in the Company reporting the amount of R$87,162 as short term loans in the statements of financial position. During the year ended December 31, 2013, the Company entered into an amended agreement with the creditor, which waived the covenant and the amount was reclassified to non-current loans.

As of December 31, 2013, the Company was in compliance with all covenants except for (i) certain covenants set out in the lease agreements of three ATR aircraft between TRIP and Banco Santander S.A., with export credit financing support from Sace and Coface, (ii) certain covenants set out in the deed of application of proceeds and priorities in relation to the leasing of four ATR aircraft between the Company and BNP Paribas, with export credit financing support from Sace and Coface; and (iii) certain covenants in relation to the leasing of ten ATR aircraft between the Company, using funds from Deutsche Bank and Santander, with export credit financing support from Sace and Coface.

With respect to the covenants described above with which the Company was not in compliance as of December 31, 2013, the Company obtained written waivers from the applicable lessor and the applicable facility agent/security trustee during the month of December, 2013.

Therefore, there is no effect in the financial statements on December 31, 2013.

e) Early payment of loans in the event of an IPO

Certain aircraft purchase financing agreements and working capital agreements have clauses requiring early settlement of the total debt balance after the completion of an IPO. These contracts must be fully settled within 60 days after the Company becomes public. At December 31, 2013, the total balance outstanding of such financing agreement was of R$68,247 (December 31, 2012—R$153,580 and December 31, 2011—R$35,222), from that amount R$61,539 (December 31, 2012—R$16,430 and December 31, 2011—R$11,842) was classified as current liabilities and R$6,888 (December 31, 2012—R$137,150 and December 31, 2011—R$23,380) as non-current liabilities.

18.2. Debentures

	December 31,
	2013		2012		2011
Current		118,568		209,732		630
Non-current		253,062		188,570		298,602
		371,630		398,302		299,232

18.2.1. First issue

In the Extraordinary Shareholders’ Meeting held on June 7, 2011, the Company approved the public issue of unsecured common debentures.

F-85

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

18. Loans and financing (Continued)

18.2. Debentures (Continued)

On June 15, 2011, the Company concluded the offer of 300 simple debentures, single series, with nominal unit value of R$1,000, original total value of R$300,169, maturing within three years, and with payment in five quarterly installments. The first installment matures is on June 15, 2013.The debentures are not convertible into shares.

Interest is paid quarterly, at a 124% of CDI p.a.

During the year ended December 31, 2013, the Company early repaid the first debentures issued. The remaining balance of R$306,339 was paid on June 16, 2013.

18.2.2. Second issue

In the Extraordinary Shareholders’ Meeting held on September 6, 2012, the Company approved the second public issue of unsecured common debentures.

On September 25, 2012, the Company completed the offering of 100 debentures single series, with a par value of R$1,000, the total original being R$100,000. The maturity is three years, with payment of principal in thirty equal and consecutive installments from the seventh month the first maturing on April 25, 2013 and quarterly interest during the first six months (first payment of quarterly interest paid on December 24, 2012) and from the seventh month, interest payments will be monthly, beginning on April 25, 2013. These debentures are not convertible into shares.

The debentures bear an interest rate of to 127% of CDI p.y. At December 31, 2013, the effective interest rate was 12.4% per year.

18.2.3. Third issue

In the Extraordinary Shareholders’ Meeting held on May 23, 2013, The Company approved the third public issue of unsecured common debentures.

On May 27, 2013, the Company completed the offering of 30,000 debentures single series, with a par value of R$10 in the total original amount of R$300,000. The final maturity is January 27, 2016, and principal payments will be made in four semi-annual installments. The first maturing will be on July 27, 2014. Interest will be paid quarterly starting July 27, 2013.

The debentures bear an interest rate of to 127% of CDI p.a. At December 31, 2013, the effective interest rate was 12.4% per year.

Maturity schedule is as follows:

	December 31,
	2013		2012		2011
2013		—		—		110,032
2014		—		158,986		158,986
2015		178,178		29,584		29,584
2016		74,884		—		—
		253,062		188,570		298,602

F-86

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

18. Loans and financing (Continued)

18.3. Finance leases

Future minimum lease payments under finance leases are as follows:

	December 31,
	2013			2012			2011
2013		—			36,768			—
2014		44,821			35,336			—
2015		37,805			35,622			—
2016		39,474			35,019			—
2017		34,545			29,943			—
After 2017		140,278			102,091			—
Total minimum lease payments		296,923			274,779			—
Less total interest		(30,635	)		(79,004	)		—
Present value of minimum lease payments		266,288			195,775			—
Less short-term installment portion		40,196			32,104			—
Long-term installment portion		226,092			163,671			—

The Company leases certain property, plant and equipment. Leases of property, plant and equipment where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Assets under finance leases are capitalized at the lease inception at the lower of the fair value of the leased property and the present value of the minimum lease payments.

19. Air traffic liability

Air traffic liability is comprised of the following:

	December 31,
	2013		2012		2011
Advance ticket sales		401,288		377,221		124,365
Tudo Azul program		210,453		13,905		12,203
		611,741		391,126		136,568

20. Provision for returns of aircraft and engines

The provision for returns of aircraft and engines is based on the estimated future costs to be incurred in order to meet the contractual conditions for the return of these assets held under operating leases.

	R$
Balance at December 31, 2011		600
Provisions recognized		15,612
Balance at December 31, 2012		16,212
Provisions recognized		11,606
Utilized provisions		(4,869	)
Balance at December 31, 2013		22,949

F-87

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

21. Equity

a) Issued Capital and Authorized Shares

The capital stock of the Company is R$497,973 (December 31, 2012—R$473,968 and December 31, 2011—R$400,708) divided into 464,482,529 (December 31, 2012—464,482,529 and December 31, 2011—311,203,320) common shares, 87,233,986 (December 31, 2012—5,000,000 and December 31, 2011—5,000,000) class A preferred shares and 2,400,388 (December 31, 2012—78,395,080 and December 31, 2011—56,250,000) class B preferred shares, all registered and without par value.

Each common share entitles its holder to 1 (one) vote in the General Shareholders’ Meeting. Preferred shares of any class are not normally entitled to vote.

Class A preferred shares have: i) priority of reimbursement of capital; ii) the right to be included in a public offering to purchase shares due to transfer of the Company´s control at the same conditions and for a price per share equivalent to seventy-five (75) times the price per share paid to the controlling shareholder; iii) in case of Company’s liquidation, the right to receive amounts equivalent to seventy-five (75) times the price per common share upon splitting of the remaining assets among the shareholders; and iv) the right to receive dividends in an amount equivalent to seventy-five (75) times the price paid per common share. For information on Class B preferred shares (item (ii) “Private Placement”).

The number of shares as of December 31, 2012 and 2011 was adjusted to reflect the two stock splits occurred on March 22, 2013. These stock splits consisted of (i) a 3.11203x split of common shares; followed by a (ii) 40.00000x split of our total number of shares (including common and preferred shares). As a result of the split, the 24.1:1 conversion ratio of common shares to preferred shares was adjusted to a conversion ratio of 75 common shares for one preferred share.

The changes in the issued capital are:

	Total number of shares		R$ Capital
At December 31,2010		372,453,320		400,708
At December 31,2011		372,453,320		400,708
Capital increase—Acquisition of TRIP (i)		175,424,289		73,260
At December 31,2012		547,877,609		473,968
Capital increase—private placement (ii)		2,400,388		—
Capital increase—subscription warrants issued (i)		3,838,906		1
At December 31,2013		554,116,903		473,969

In addition, on May 16, 2013, the Company’s shareholders approved the unification of all existing Class B preferred shares and Class A preferred shares into a single class of preferred shares. As a result of the Private Placement occurred on December 23, 2013, the Company authorized again the existence of different classes of preferred shares, by issuing new Class B preferred shares (Note 21 a) ii)) and preferred share existing prior to the Private Placement were denominated Class A preferred shares.

(i) Acquisition of TRIP and settlement of warrants

On May 25, 2012 the Company entered into an Investment Agreement with Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. (together, “Trip Shareholders”) and

F-88

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

21. Equity (Continued)

TRIP, through which 100% of TRIP’s shares were acquired by Azul S.A. In exchange, Trip Shareholders obtained 30.69% of Azul S.A.’s total capital (the “Transaction”). As a result, TRIP became a wholly owned subsidiary of the Company, and each common and preferred share of TRIP was converted into new shares in Azul S.A., resulting an increase in the Company’s capital in the amount of R$73.260, through the issuance of 153,279,209 common shares and 22,145,080 preferred shares.

On December 27, 2013 there was an amendment to the Investment Agreement with the former shareholders of TRIP. This amendment extinguished the original adjustment mechanism, and established that the TRIP Shareholders would be entitled to an additional 3% participation in economic value of the Company’s capital stock, which would be acquired through the exercise of warrants convertible into Class A preferred shares. On December 30, 2013 the warrants initially issued were cancelled, and new warrants representing 3% of the economic interest in capital stock of Company were issued to the TRIP Shareholders. On the same date, the TRIP Shareholders exercised their warrants, which resulted in an issuance of 3,838,906 new Class A preferred shares. As a result, the TRIP Shareholders ended up holding 29.99% of the economic value of the Company’s capital stock. The remaining aspects of the original agreement were maintained.

(ii) Private Placement of preferred shares class B

On December 23, 2013, the Company issued 2,400,388 Class B preferred shares in a private placement totaling R$240,039, of which R$216,035 were allocated as capital reserve. The Class B preferred shares have no voting rights and have the following features: (i) capital reimbursement priority in case of Company liquidation over common shares and Class A preferred shares, up to the amount of the issuance price; (ii) automatic and mandatory conversion into Class A preferred shares within one day of the publication of the IPO notice to the market (“aviso ao mercado”), provided that the IPO publication occurs within three years from December 27, 2013. If the IPO does not occur by December 27, 2016, all Class B preferred shares will be mandatorily redeemed by the Company at a price equivalent to 172.5% of the initial investment amount; (iii) at the time of the conversion of Class B preferred shares into Class A preferred shares, the holders of Class B preferred shares shall have a right to receive additional Class A preferred shares depending if the conversion occurs on the first, second or third year from December 23, 2013; and (iv) optional early redemption if the Company (a) does not receive approval to be listed as a public company from the Brazilian Securities Comission (“Comissão de Valores Mobiliários” or “CVM”), or (b) the CVM approval is subject to changes in the current capital structure of the Company, or (c) the registration is suspended by the CVM due to changes in the economic rights of shareholders. In case of redemption resulting from item (iv) mentioned above, Class B preferred shareholders will have the right to receive 103% of their original investment amount.

The Company also approved on the same date the issuance of warrants to the private placement investors, which may be converted into Class A preferred shares one day prior to the publication of the IPO notice to the market (“aviso ao mercado”) at a price per share of R$1,00 (one real). The warrants may be converted into Class A preferred shares depending on the valuation of the Company at IPO.

F-89

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

21. Equity (Continued)

However as this capital increase is conditioned upon the above mentioned items. On December 31, 2013 the amount involved was reclassified from capital reserve to the line “Other financial liability” duo to the preference shares’ classification as of debt instruments as disclosed in Note 23.

b) Capital reserve

b.1) Share-based payments:

The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. At December 31, 2013, the Company recorded compensation expense of R$1,642 (December 31, 2012—R$3,762 and December 31, 2011—R$4,504) in “Salaries, wages and benefits”.

b.2) Upon the acquisition of TRIP the Company issued shares as the consideration transferred to the former shareholders of TRIP, for a total amount of R$ 474,526, of which R$73,260 was recorded in “Issued Capital” and the remaining R$ 401,266 in “Capital Reserve”.

As part of the settlement of the warrant issued due to the TRIP´s acquisition this capital reserve was increased by R$98,364 at December 31, 2013.

c) Dividends

According to the by-laws of the Company, unless the right is waived by all shareholders, the shareholders are guaranteed a minimum mandatory dividend equal to 0.1% of net income of the parent company after the deduction of legal reserve, contingency reserves, and the adjustment provided for in article 202 of Law No. 6404/76.

Interest paid on equity, a dividend payment which is deductible for income tax purposes, may be deducted from the minimum mandatory dividends to the extent that it has been paid or credited.

Dividends are subject to approval by the Annual Shareholders Meeting.

Since inception the Company has not distributed dividends.

d) Accumulated other comprehensive loss

The fair value of financial instruments of its subsidiaries designated as cash flow hedges is recognized in other comprehensive loss, net of tax effects (when applicable). The balance at December 31, 2013 corresponds to a loss of R$35,023 (December 31, 2012—R$39,587 and December 31, 2011—R$24,790).

22. Income (loss) per share

Earnings per share are calculated by dividing net income (loss) attributable to the equity holders of Azul by the average number of shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net income attributable to the equity holders of Azul adjusted for the effects of dilutive instrument exercise, by the average number of shares outstanding during the period, adjusted for the effect of all potentially-dilutive common shares.

F-90

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

22. Income (loss) per share (Continued)

The following table sets out the calculation of income (loss) per share in thousands, except for values per share:

	December 31, 2013		December 31, 2012			December 31, 2011
Numerator
Net income/(loss) for the year		20,711		(170,842	)		(105,451	)
Denominator
Weighted average number of common shares		464,482,529		323,976,588			311,203,320
Weighted average number of preferred shares		83,505,526		63,095,423			61,250,000
75 preferred shares(*)		75.0		75.0			75.0
Weighted average number of common equivalent shares		89,698,626		67,415,111			65,399,378
Weighted average number of shares under options and private placement		2,185,940		—			—
Basic net income (loss) per common share		0.01		(0.03	)		(0.02	)
Diluted net income (loss) per common share		0.01		(0.03	)		(0.02	)
Basic net income (loss) per preferred share		0.23		(2.53	)		(1.61	)
Diluted net income (loss) per preferred share		0.23		(2.53	)		(1.61	)

(*) Refers to a participation in the total equity value of Company, calculated as if all 464,482,529 common shares outstanding had been converted into 6,193,100 preferred shares at the conversion ratio of 75 common shares to 1.0 preferred share, giving a total of 89,588,180 preferred shares outstanding.

Due to the fact that the Company reported losses for the years ended December 31, 2012 and 2011 there were no dilutive effect related to the share based compensation plan and private placement for these years.

F-91

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

23. Financial instruments

The Company has the following financial instruments:

	Book value						Fair value
	December 31,						December 31,
	2013		2012		2011		2013		2012		2011
Assets:
Cash and cash equivalents		546,283		271,116		131,664		546,283		271,116		131,664
Restricted cash		—		84,288		—		—		84,288		—
Short-term investments		110,591		10,672		9,631		110,591		10,672		9,631
Trade and other receivables		431,625		406,697		260,243		431,625		406,697		260,243
Restricted investments(*)		157,483		101,320		50,410		157,483		101,320		50,410
Derivative financial instruments		3,926		1,029		9,164		3,926		1,029		9,164
Liabilities:
Loans and financing(*)(**)		3,034,695		2,989,175		1,439,581		2,827,185		2,911,145		1,409,498
Accounts payable		693,994		464,277		197,411		693,994		464,277		197,411
Other financial liabilities		239,411		116,248		—		239,411		116,248		—
Derivative financial instruments(*)		106,461		60,120		52,003		106,461		60,120		52,003

(*) Includes current and non-current

(**) Part of the balance of loans considers the adjusted value by hedged risk of R$46,288 (December 31, 2012—R$8,628 and December 31, 2011 R$25,160) applying fair value hedge accounting rules.

The fair value of cash and cash equivalents, restricted cash, short-term investments, trade and other receivables and accounts payable is close to their respective book value largely due to the short-term maturity of these instruments.

Derivative financial instruments

	December 31,
	2013			2012			2011
Cash flow hedge
Interest rate swap contract		(35,023	)		(39,587	)		(24,782	)
Fair value hedge
Interest rate swap contract		(46,288	)		(8,562	)		(25,160	)
Derivatives not designated as hedge
Forward foreign currency contract		3,926			594			9,164
Foreign currency options		(20,310	)		435			—
Swap Interest rate and foreign currency swap		(4,840	)		(3,751	)		(2,061	)
WTI forward contracts		—			(8,220	)		—

F-92

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

23. Financial instruments (Continued)

Cash flow hedge

As of December 31, 2013, 2012 and 2011, the Company had contracts designated as cash flow hedges to hedge against fluctuations in a portion of the payments of operating leases and loans denominated in a foreign currency. The swap contracts are used to hedge the risk of changes in interest rates.

At December 31, 2013, 2012 and 2011 the positions were:

2013	Reference value		Asset position		Liability position		Fair value
Cash flow hedge:
Operating leases		122,518		LIBOR		Fixed rate		25,658
Loans		137,594		LIBOR		Fixed rate		9,365
		260,112						35,023
2012	Reference value		Asset position		Liability position		Fair value
Cash flow hedge:
Operating leases		134,855		LIBOR		Fixed rate		28,618
Loans and financing		128,976		LIBOR		Fixed rate		10,969
		263,831						39,587
2011	Reference value		Asset position		Liability position		Fair value
Cash flow hedge:
Operating leases		156,399		LIBOR		Fixed rate		18,355
Loans and financing		133,545		LIBOR		Fixed rate		6,427
		289,944						24,782

The essential terms of the swap contracts were agreed to be coupled with the terms of the hedged loans and lease commitments. There were no highly probable transactions for which there has been no hedge accounting and no significant element of hedge ineffectiveness that requires recognition in the statement of operations. Fair value changes on cash flow hedges were recorded in accumulated other comprehensive loss against derivative financial instruments in current liabilities.

Changes in the balance of cash flow hedges are detailed below:

	December 31,
	2013			2012			2011
Balance at the beginning of the year		(39,587	)		(24,790	)		(4,255	)
Transactions settled during the year		(9,885	)		(156	)		(2,180	)
Fair value adjustment		14,449			(14,641	)		(18,355	)
Balance at the end of the year		(35,023	)		(39,587	)		(24,790	)

F-93

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

23. Financial instruments (Continued)

Fair value hedge

As of December 31, 2013, the Company had fixed to floating interest rate swap contracts with a notional value of R$496,027 (December 31, 2012—R$225,067 and December 31, 2011—R$256,628). These contracts entitle the Company to receive fixed interest rates and pay floating interest based on CDI.

Adjustment to fair value of these contracts resulted in the recognition of an unrealized loss of R$46,288 (December 31, 2012—R$8,628 and December 31, 2011—R$25,160) which was recorded as financial expenses. The impact on the statement of operations was offset by a positive adjustment on the debt hedged due to use of the fair value hedge accounting rules. There was no material ineffectiveness during the year ended December 31, 2013.

The Company entered into an agreement to borrow an amount of R$19,500 for one year at a cost of 7.2% per year in US dollars. The transaction was structured through a loan agreement with interest of CDI + 5% per year and a swap from CDI + 5% per year to 7.2% fixed per year in US dollars. This transaction was designated as a fair value hedge. As of December 31, 2013 the balance of this instrument was R$697.

Derivatives not designated as hedge accounting

The Company has net exposure to U.S. dollars and therefore entered into currency forward contracts, options and foreign currency swaps. These currency forward contracts are not designated as cash flow hedges, fair value hedges, or net investment hedges, and are related to the currency exposure for a period of less than 12 months.

As of December 31, 2013, the Company had US$85,000 thousand (December 31, 2012—US$115,000 thousand and December 31, 2011—US$114,925) of notional value in foreign currency options, with exchange rates varying from R$2.2417 to R$2.3605 per US$1.00. The total notional amount has a cap that ranges from R$2.30 to R$2.50 per US$1.00. The fair value adjustment of these contracts resulted in the recognition of an unrealized gain of R$3,926 (December 31, 2012—R$1,029 and December 31, 2011—R$0), which is recorded in derivative financial instruments, net in the statement of operation against current liabilities.

As of December 31, 2013, the Company had swap operations with a notional value of R$11,702, the objective of which was to convert short-term investments in foreign currency for one remunerable by a percentage of CDI. At December 31, 2013, the fair value adjustment of this swap resulted in the recognition of an unrealized loss of R$4,840 (December 31, 2012—R$3,751 and December 31, 2011—R$2,061).

The Company entered into an agreement to borrow an amount of R$85,000 for 2 months at a cost of 125% of the CDI per year. The transaction was structured through a loan agreement with interest of 125% of the CDI and a swap from R$ to US$ on the principal amount. As of December 31, 2013 the balance of this loan was R$ 85,000 and the fair value adjustment of this swap contracts resulted in the recognition of an unrealized loss of R$ 19,613.

The Company used to hold derivative contracts not designed as hedges for the purpose of offsetting fuel price increases. These were forward WTI contracts which were used to protect the Company against the volatility in the price of aviation fuel (QAV), which the Company uses in its daily operations.

F-94

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

23. Financial instruments (Continued)

As of December 31, 2012 the Company had a notional WTI amount of US$44,834 thousand (December 31, 2011—R$0) calculated at prices that ranged from US$97.83 to US$105.27 per barrel. The fair value of these contracts was R$8,220 (December 31, 2011—R$0), which was recorded in current liabilities. As of December 31, 2013, the Company has liquidated all WTI hedge position.

Financial liabilities at fair value through profit or loss

On December, 23, 2013 the Company concluded a private placement of preferred shares class B, resulting in the issuance of short-term debt in the amount of R$239,411 with mandatory conversion into equity in the event of an IPO.

The fair value of this financial instrument is recorded in the line “Other Financial Liabilities” and was designated as financial liabilities at fair value through profit or loss. If the IPO is not completed within three years of the closing of the private placement, the Company will repay the debt at the value of the principal amount invested plus 72.5% (Note 21).

Measurement of the fair value of financial instruments

The Company applies the following hierarchy to determine and disclose the fair value of financial instruments by the assessment technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: other techniques for which all data that have significant effect on the fair value recorded are observable, directly or indirectly.

Level 3: techniques that use data that have significant effect on fair value recorded that are not based on observable market data.

	December 31, 2013			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short term investments		199,833			199,833		—			—
Forward foreign currency contract		3,926			—		3,926			—
	December 31, 2013			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
Other financial liability(a)		(239,411	)							(239,411	)
Interest rate swap contract—cash flow hedge		(35,023	)		—		(35,023	)		—
Interest rate swap contract—fair value option		(46,288	)		—		(46,288	)		—
Foreign currency options		(4,840	)		—		(4,840	)		—
Swap Interest rate and foreign currency swap		(20,310	)		—		(20,310	)		—

F-95

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

23. Financial instruments (Continued)

	December 31, 2012			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments(b)		193,960			193,960		—			—
Forward foreign currency contract		594			—		594			—
Foreign currency options		435			—		435			—
	December 31, 2012			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
Loans and financing(c)		(225,466	)		—		(225,466	)		—
Interest rate swap		(8,562	)		—		(8,562	)		—
Other financial liability(d)		(116,248	)		—		—			(116,248	)
Forward exchange rate contracts—without hedge		(39,587	)		—		(39,587	)		—
Interest rate swap		(3,751	)		—		(3,751	)		—
WTI forward contracts		(8,220	)		—		(8,220	)		—
	December 31, 2011			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments(b)		125,095			125,095		—			—
Forward exchange rate contracts—without hedge		9,164			—		9,164			—
	December 31, 2011			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
Loans and financing(c)		(232,062	)		—		(232,062	)		—
Interest rate swap		(24,782	)		—		(24,782	)		—
Interest rate swap		(2,061	)		—		(2,061	)		—

(a) Refer the debt of the Company arising of Private Placement, which was designated as financial liabilities at fair value through profit or loss.

(a) Includes short-term investments and restricted investments.

c) Portion of the balances consist of loans from FINAME PSI, and standard FINAME presented at their value adjusted by the hedged risk, applying fair value hedge accounting rules.

d) As of December 31, 2013 the changes in the fair value of these warrants was recognized as financial income in the amount of R$17,884. See Note 5 for details related to these instruments.

F-96

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

24. Financial risk management objectives and policies

The main financial liabilities of the Company, other than derivatives, are loans, debentures and accounts payable. The main purpose of these financial liabilities is to finance operations as well as finance the acquisition of aircraft. The Company has trade accounts receivable, demand deposits and other accounts receivable that result directly from their operations. The Company executes transactions using derivative contracts (currency forward, options, and swaps).

The Company’s senior management supervises the management of market, credit and liquidity risks. All activities with derivatives for risk management purposes are carried out by experts with skills, experience and appropriate supervision. It is the Company´s policy not to participate in any trading of derivatives for speculative purposes.

a) Market risk

Market risk is the risk of fluctuation in price of the Company’s assets and liabilities, and the main risk is related to interest rate and foreign exchange exposure. Financial instruments affected by the market risk include loans payable, deposits, financial instruments measured at fair value through profit or loss and derivative financial instruments.

Sensitivity analyses were prepared based on the net debt value, the index of fixed interest rates in relation to variable interest rates of debt and derivatives and the proportion of financial instruments in foreign currency which are all constant values existing as of December 31, 2013.

a.1) Interest rate risk

Interest rate risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in market interest rates. The exposure of the Company to the risk of changes in market interest rates relates primarily to long-term obligations subject to variable interest rates.

The Company manages interest rate risk by monitoring the future projections of interest rates on its loans, financing and debentures as well as on its operating leases. To mitigate this risk, the Company has used derivatives instruments aimed at minimizing any negative impact of variations in interest rates.

Sensitivity to interest rates

The table below shows the sensitivity to a possible change in interest rates, keeping all other variables constant in the Company’s income before taxes, which is impact by loans payable subject to variable interest rates.

For the sensitivity analysis, the Company utilized the following assumptions:

• LIBOR based debt: weighted average interest rate of 3.63% p.a.

• CDI based debt: weighted average interest rate of 15.08% p.a.

• TJLP based debt: weighted average interest rate of 8.22% p.a.

We projected the impact on profit and loss and equity for 2013 resulting from variation of 25% and 50% on the weighted average rates, as shown below:

	25% p.a.		-25% p.a.			50% p.a.		-50% p.a.
Interest expense		63,969		(63,969	)		127,938		(127,938	)

F-97

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

24. Financial risk management objectives and policies (Continued)

a.2) Foreign exchange risk

Foreign exchange risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in exchange rates. The exposure to the Company to changes in exchange rates relates primarily to loans and financing indexed to the U.S. dollar, net of investments in U.S. dollars.

The Company manages its foreign exchange risk by using derivative financial instruments seeking to hedge of its net cash flow, projected for the maximum period of 6 months.

The Company continually monitors the net exposure in foreign currency and, when deemed appropriate, enters into arrangements to hedge the projected non-operating cash flow for up to 12 months to minimize risks related to its exposure. At December 31, 2013, 2012 and 2011, the Company has hedges on 60%, 62% and 64%, respectively, on its the exposure on its net position in foreign currency.

The Company’s foreign exchange exposure is shown below:

	December 31,
	2013			2012			2011
Assets
Cash and cash equivalents and short-term investments		62,727			28,495			27,853
Security deposits and maintenance reserves		487,892			275,573			88,189
Other assets		52,290			10,284			1,354
Total assets		602,909			314,352			117,396
Liabilities
Accounts payable		(59,435	)		(17,575	)		(4,178	)
Other financial liability		—			(116,248	)		—
Loans and financing		(1,228,617	)		(1,094,151	)		(437,227	)
Total liabilities		(1,288,052	)		(1,227,974	)		(441,405	)
Derivatives (NDF)—notional		199,121			235,003			215,576
Net exposure		(486,022	)		(678,619	)		(108,433	)

Obligation not stated on the financial position

	December 31,
	2013		2012		2011
Future changes stemming from operational leasing		4,920,355		3,601,861		1,375,495

F-98

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

24. Financial risk management objectives and policies (Continued)

Sensitivity to exchange rates

At December 31, 2013, the Company estimated the closing exchange rate of R$2.3426/US$. Based on the projected cash flows for 2013, which includes the effects of the derivatives contract to protect the effects of the exchange rate variation, the Company resulted in foreign exchange gain. We present below a sensitivity analysis considering a variation of 25% and 50% over the existing rates:

	25%			-25%		50%			-50%
	R$2.9283/US$			R$1.7570/US$		R$3.5139/US$			R$1.1713/US$
Effect on exchange rate variation		(165,845	)		150,160		(344,554	)		282,153

a.3) Risks related to variations in prices of aircraft fuel

The volatility of prices of aircraft fuel is one of the most significant financial risks for airlines. In 2013, fuel consumption accounted for 37.3% (December 31, 2012—39.7% and December 31, 2011—40.4%) of the operating costs of the Company. The Company manages its risks related to volatility in fuel prices in two ways: by contracting derivative financial instruments (until May, 2013) and through fixed-price contracts directly with a supplier. As part of the protection against fluctuations in fuel prices, the Company may enter into derivative financial instruments. As of December 31, 2013, the Company did not hold any position in derivative financial instruments.

The Company had an exclusive aircraft fuel supply contract with a supplier, which defines the conditions of price and payment, consumption level, including other commercial conditions. According to the assessment made by management, the contract is normal and customary and therefore, contains no embedded derivative instruments.

Fuel price sensitivity

The table below sets out sensitivity for changes in aircraft fuel prices maintaining all other variables constant in the Company’s results.

The analysis utilizes an average price per liter of aircraft fuel and the projected impact on the Company’s income, stemming from a variation of 25% and 50% in the aircraft fuel price, as follows:

	25% p.a.		-25% p.a.			50% p.a.		-50% p.a.
Cost of QAV		287,419		(284,882	)		573,568		(571,030	)

b) Credit risk

Credit risk is inherent in operating and financial activities of the Company, mainly represented under the headings of: trade receivables, cash and cash equivalents, including bank deposits. The credit risk of the “trade receivable” is comprised of amounts payable by the major credit card companies and also trade receivables from travel agencies, and sales payable in installments. The Company usually assesses the corresponding risks of financial instruments and diversifies the exposure.

F-99

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

24. Financial risk management objectives and policies (Continued)

The financial instruments are held with counterparties that are rated at least A in the assessment made by S&P and Fitch, or, mostly, are hired in futures and commodities stock exchange, which substantially mitigates the credit risk.

In relation to short-term investments and other investments, the policy of the Company is to work with prime institutions.

c) Liquidity risk

Liquidity risk is the risk of the Company not having sufficient net funds to meet its financial commitments as a result of a mismatch of term or volume between expected receipts and payments.

In order to manage the liquidity of the cash in local and foreign currency, assumptions of future receipts and disbursements are set that are monitored daily by the Company´s treasury department.

The Company applies its funds in highly convertible securities and usually the weighted average term of its debt does not exceed the average weighted term of the investment portfolio.

The Company uses derivative financial instruments with prime banks for management of its cash.

Capital management

The Company’s assets may be financed through equity or third-party capital. If the Company opts for equity capital it may use funds from contributions by shareholders or through selling its equity instruments.

The use of third-party capital is an option to be considered mainly when the Company believes that the cost would be less than the return generated by an acquired asset. It is important to ensure that the Company maintains an optimized capital structure, provides financial solidity while providing for the viability of its business plan. It is important to stress that as a capital-intensive industry with considerable investment in assets with a high aggregated value, it is natural for companies in the aviation sector to report a high degree of leverage.

The Company manages capital through leverage ratios, which is defined by the Company as net debt divided by the sum of net debt and total equity. Management seeks to maintain this ratio at levels equal to or lower than industry levels. Management includes in the net debt the loans and debentures less cash and cash equivalents, restricted cash, short-term investments and restricted investments.

The Company’s capital structure is comprised of its net indebtedness defined as total loans, debentures and operating leases net of cash and cash equivalents, restricted cash, short-term investments and restricted investments. Capital is defined as equity and net indebtedness.

F-100

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

24. Financial risk management objectives and policies (Continued)

The Company is not subject to any externally imposed capital requirements. The Company defines total capital as total net equity and net debt as detailed below:

	December 31,
	2013			2012			2011
Equity		476,313			351,031			58,382
Cash and cash equivalents		(546,283	)		(271,116	)		(131,664	)
Restricted cash		—			(84,288	)		—
Short-term investments		(110,591	)		(10,672	)		(9,631	)
Restricted financial investments		(157,483	)		(101,320	)		(50,410	)
Loans and financing		3,034,695			2,989,175			1,439,581
Net debt		2,220,338			2,521,779			1,247,876
Total capital		2,696,651			2,872,810			1,306,258

25. Operating revenue

	Year ended December 31,
	2013			2012			2011
Revenue
Passenger revenue		4,895,167			2,547,640			1,617,287
Other revenue		619,621			293,339			183,074
Gross revenue		5,514,788			2,840,979			1,800,361
Taxes levied on
Passenger revenue		(227,625	)		(92,989	)		(59,031	)
Other revenue		(53,008	)		(30,635	)		(20,103	)
Total taxes		(280,633	)		(123,624	)		(79,134	)
Net revenue		5,234,155			2,717,355			1,721,227

F-101

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

26. Financial result

	Year ended December 31,
	2013			2012			2011
Financial income
Interest on short-term investments		10,869			7,499			10,114
Fair value adjustment of other financial liabilities		47,423			—			—
Other		3,400			2,216			3,246
		61,692			9,715			13,360
Financial expenses
Interest on loans		(230,882	)		(123,153	)		(91,521	)
Interest on factoring credit card receivables		(31,499	)		(11,697	)		(9,160	)
Other		(54,081	)		(27,825	)		(13,692	)
		(316,462	)		(162,675	)		(114,373	)
Derivative financial instruments, net		(12,027	)		10,009			3,402
Foreign exchange result, net		(105,262	)		(37,659	)		(32,936	)
		(117,289	)		(27,650	)		(29,534	)
Net financial expenses		(372,059	)		(180,610	)		(130,547	)

27. Commitments

a) Operating leases

The Company has obligations arising from entering into operating lease agreements for aircraft and engines, totaling 80 aircraft at December 31, 2013 (December 31, 2012—71 and December 31, 2011—27) and 14 engines (December 31, 2012—12 and December 31, 2011—8). The future obligations related to the operating leases are not reflected in the statement of financial position. The lease terms range from 60 to 144 months for Embraer and ATR. Lease payments are adjusted for changes in the U.S. dollar exchange rate. Letters of credit or cash deposits were used to guarantee payments under these agreements.

The future minimum payments of non-cancellable operating leases for aircraft and engines are presented below:

	December 31,
	2013		2012		2011
Up to one year		579,247		419,856		149,114
From one to five years		2,137,842		1,549,049		557,367
More than five years		2,203,266		1,632,956		669,014
		4,920,355		3,601,861		1,375,495

For the year ended December 31, 2013 the lease expense amounted to R$465,317 (For the year ended December 31, 2012 R$183,594 and for the year ended December 31, 2011—R$87,579). The total amount paid for the year ended December 31, 2013 was R$489,490 (December 31, 2012 R$242,065 and December 31, 2011—R$101,399).

F-102

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

27. Commitments (Continued)

Operating lease agreements require that the Company make periodic lease payments and do not include aircraft purchase options at the end of the agreements. These payments are denominated in U.S. dollars and are generally subject to interest at a LIBOR rate.

The operating lease agreements do not have covenants restrictions.

b) Commitments for future acquisition of aircraft

The Company has contracts for the acquisition of 30 aircraft (December 31, 2012—45 and December 31, 2011—56), where the following future payments will be made:

	December 31,
	2013		2012		2011
Up to one year		723,067		748,763		964,020
More than one year up to five years		1,190,906		1,766,071		1,713,101
		1,913,973		2,514,834		2,677,121

At December 31, 2013, the Company has options for the acquisition of 43 aircraft (December 31, 2012—30 options and December 31, 2011—34 options).

28. Share-based option plan

The Special Shareholders’ Meeting held on December 11, 2009 approved the Company’s stock option plan. In accordance with the plan, the Remuneration Committee approved, on the same date, the first share-based option plan authorizing the issuance of 2,859,200 options of preferred class B shares for officers, executives, and key employees. The plan is valid for 10 years, and no option may be granted after this period. The fair value of options to purchase shares was estimated on the date of grant of options using the option pricing model Black-Scholes.

For all plans, directors, officers and key employees of the Company were selected by the Compensation Committee in accordance with the eligibility criteria. The plan has a life of 48 months which starts on the grant date. Options granted vest ratably on a monthly basis over the 48 month period.

For the first and third programs once vested, options under these programs may only be exercised following either: (i) the sale of Company or (ii) the pricing of an Initial Public Offering.

For the second program once vested, options under this program may only be exercised following either: (i) annually, (ii) the sale of Company or (iii) the pricing of an Initial Public Offering.

On March 24, 2011, the Remuneration Committee approved the second share-based option plan, authorizing 824,000 options of preferred shares class B. The option exercise price of this second grant was calculated by the Company, using a discounted cash flow method.

Due to the granting of the additional options arising from the second program, the Special Shareholders’ Meeting held on April 27, 2011 approved an amendment to the Company’s charter authorizing a capital increase up to 3,683,200 preferred shares class B and also approved a change of the total number of shares to be limited to 3,683,200 preferred class B shares.

F-103

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

28. Share-based option plan (Continued)

Subsequently, in the meeting held on April 5, 2011, the Remuneration Committee approved the termination of the first program period and created the third share-based option plan, which authorizes the issuance of stock options on 342,800 preferred class B shares remaining from the first program. The exercise price per share for the options granted in the third program is R$12.88.

The assumptions used in valuing the options are listed below:

	1st program			2nd program			3rd program
Total options granted		2,516,400			778,000			328,000
Total options vested		2,444,125			458,934			172,572
Option exercise price		R$6.83			R$12.88			R$12.88
Option fair value as of grant date		R$3.85			R$8.32			R$8.32
Estimated volatility of the share price		47.67	%		54.77	%		54.77	%
Expected dividend		1.10	%		1.10	%		1.10	%
Risk-free rate of return		8.75	%		12.00	%		12.00	%
Duration of the option (in years)		10			10			10
Average term (in years)		7			7			7

Share options at December 31, 2013 are as follows:

	Share options		Weighted average price for the year
Balance at December 31, 2010		2,516,400	R$	6.83
Granted		850,000	R$	12.88
Balance at December 31, 2011		3,366,400	R$	8.35
Granted		248,000	R$	12.88
Balance at December 31, 2012		3,614,400	R$	9.24
Granted		8,000	R$	12.88
Balance at December 31, 2013		3,622,400	R$	9.27

The estimated volatilities were calculated based on historical volatility of airline shares listed on the Brazilian stock exchanges.

29. Provision for taxes, civil and labor risks

The Company is party to certain labor, civil and tax lawsuits for which appeals have been filed. Based on the Company’s legal counsel’s opinion, Management believes that the provisions for risks are sufficient to cover probable losses. In addition, the Company has made judicial deposits when required by court. These provisions are as follows:

	December 31,
	2013		2012		2011
Taxes		22,319		7,805		—
Civil		45,233		29,148		2,699
Labor		6,863		7,013		63
		74,415		43,966		2,762

F-104

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

29. Provision for taxes, civil and labor risks (Continued)

Changes in these provisions are as follows:

	Taxes		Civil			Labor			Total
At December 31, 2011		—		2,699			63			2,762
Effects of consolidation of TRIP´s		7,805		21,734			6,951			36,490
Provisions recognized		—		8,120			173			8,293
Utilized provisions		—		(3,405	)		(174	)		(3,579	)
At December 31, 2012		7,805		29,148			7,013			43,966
Provisions recognized		14,514		39,707			5,504			59,725
Utilized provisions		—		(23,622	)		(5,654	)		(29,276	)
At December 31, 2013		22,319		45,233			6,863			74,415

The Company’s management, together with its legal counsel, analyzes the proceedings on a case-by-case basis and records the amount of the provision for labor, civil and tax risks based on the probable cash disbursement for the related proceedings.

a) Taxes proceedings: Among other tax proceedings the Company is arguing in court the non-levy of tax on goods and services (“ICMS”) related to the importation of aircraft, engines, and flight simulators under leases without option to purchase. These lease agreements involve lessors domiciled abroad. In the opinion of the management of the Company, the agreements expressly obligate the Company to the return of the property to the lessor. Based on the Company´s evaluation, management does not believe these transactions are subjected to taxation.

The estimated aggregate value of pending judicial disputes related to non-levy of ICMS on imports above-mentioned is R$109,149 at December 31, 2013 (December 31, 2012—R$106,923 and December 31, 2011—R$104,110) not including interest and penalty charges. The Company, based on the assessment made by its legal advisors, believes that the chances of loss are remote, and therefore, no provision was recorded for such amounts.

The Company also presents tax claims related to the discussion of non-levy of PIS/COFINS.

The Company does not have tax cases with possible risk of losses.

b) Civil lawsuits: The Company is part of various types of civil lawsuits, related to compensation claims in relation to flight delays, cancellations of flights, luggage and damage loss, and others.

The total amount assessed as for the possible risk of losses is R$5,972 at December 31, 2013 (December 31, 2012—R$1,417 and December 31, 2011—R$658), for which no provision was recorded. None of the lawsuits are individually material.

c) Labor lawsuits: The Company is part of various types of labor lawsuits, related to overtime, additional health related payments and safety related payments and others.

The total amount assessed as for the possible risk of losses is R$7,384 at December 31, 2013 (December 31, 2012—R$1,053 and December 31, 2011—R$258), for which no provision was recorded. None of the lawsuits are individually material.

d) Administrative proceedings: On April 2, 2012 the Company filed a declaratory action with no request for injunctive relief in order to suspend the payment of claims relating to air navigation fees. The

F-105

Azul S.A.

Notes to consolidated financial statements (Continued)

December 31, 2013, 2012 and 2011

(In thousands of Brazilian reais, except when otherwise indicated)

29. Provision for taxes, civil and labor risks (Continued)

Company maintains an allowance for unpaid amounts, and as of December 31, 2013 the amount was R$175,162 (December 31, 2012—R$25,666), recorded in accounts payable. The related expenses were recorded as “Other operating expenses” in the statement of operations.

Although the result of these actions and proceedings cannot be predicted, in the opinion of management supported by its legal advisors, final judgment will not have a material adverse effect on the operating results.

e) Business combination: In accordance with IFRS 3, in a business combination, the acquirer shall recognize at the acquisition date a contingent liability assumed if it is a present obligation that arises from past events and its fair value can be measured reliably. The Company identified during the acquisition of TRIP a contingent liability related to civil claims in the amount of R$2,306 (December 31, 2012—R$3,390), labor claims amounting to R$324 (December 31, 2012—R$332) and taxes amounting R$6,632 (December 31, 2012—R$6,480) which likelihood of loss was determined as possible, recognizing a liability assumed for purposes of business combination accounting.

30. Insurance

The Company seeks support from insurance consultants in the market in order to establish coverage compatible with its size and operations. The coverage, as of December 31, 2013, for the following types according to the insurance policies is:

Type	Insured amounts
Fire—property and equipment		215,562
Civil liabilities		1,838,941

The auditor’s scope does not include a report on the reasonableness of the insurance coverage.

31. Subsequent events

On January 10, 2014 the National Union of Aeronauts (SNA) approved during an Extraordinary General Meeting a unified payment agreement for ALAB´s and TRIP´s pilots and flight attendants. This decision allows the Company to conclude the integration of its operations and is expected to yield additional economies of scale and increase productivity for its flight crews. In addition, the Company expects to incur a total of R$48,125 of non-recurring expenses as a result of these settlement in 2014.

On January 28, 2014, ALAB received this proposal accepted under firm guarantee for the renegotiation of the third debentures issuance, extending its maturity to October 2016 and amortizing its principal in four quarterly installments, the first one in January 2016. Interest rates remain at 127% of the CDI.

F-106

Financial Statements

TRIP Linhas Aéreas S.A.

Period ended November 30, 2012 and year ended

December 31, 2011, 2010 and January 1, 2010

with Independent Auditor’s Report

F-107

TRIP LINHAS AÉREAS S.A.

FINANCIAL STATEMENTS

Period ended November 30, 2012 and year ended December 31, 2011, 2010 and January 1, 2010

Contents

Independent auditor’s report	F-109
Financial statements
Statements of financial position	F-111
Statements of operations	F-112
Statements of comprehensive income (loss)	F-113
Statements of changes in equity	F-114
Statements of cash flow	F-115
Notes to financial statements	F-116

F-108

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of

Trip Linhas Aéreas S.A.

Report on the Financial Statements

We have audited the accompanying financial statements of TRIP Linhas Aéreas S.A., which comprise the statements of financial position of Trip Linhas Aéreas S.A. as of November 30, 2012, December 31, 2011 and 2010 and January 1, 2010, and the related statements of operations, comprehensive income (loss), changes in equity, and cash flows for the eleven month period ended November 30, 2012 and each of the two years in the period ended December 31, 2011, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TRIP Linhas Aéreas S.A. as of November 30, 2012, December 31, 2011 and 2010 and January 1, 2010, and the results of its operations and its cash flows for the eleven month period ended November 30, 2012 and each of the two years in the period ended December 30, 2011, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”).

F-109

Restatement of Prior Period Financial Statements

As discussed in Note 3 to the financial statements, the financial statements for the years ended December 31, 2011 and 2010 and January 1, 2010 have been restated for the correction of errors and changes in accounting policies. Our opinion is not modified with respect to this matter.

São Paulo, Brazil

March 20, 2013

ERNST & YOUNG TERCO

Auditores Independentes S.S.

CRC2SP015199/O-8

Luciano Neris

Accountant

CRC-1PA007729/O-8-S-SP

F-110

TRIP LINHAS AÉREAS S.A.

STATEMENTS OF FINANCIAL POSITION

AS OF NOVEMBER 30, 2012 AND DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais)

	November 30, 2012			December 31, 2011			December 31, 2010			January 1, 2010
				(Restated)			(Restated)			(Restated)
Assets
Current assets
Cash and cash equivalents		1,667			3,393			1,892			8,684
Restricted cash (Note 6)		55,885			—			—			—
Short-term investments (Note 7)		25,474			56,448			62,843			5,263
Trade and other receivables (Note 9)		114,985			132,957			66,298			63,297
Inventories (Note 10)		40,447			39,620			27,353			25,321
Taxes recoverable		4,521			986			2,287			3,288
Prepaid expenses (Note 11)		9,638			13,691			21,868			13,133
Derivative financial instruments (Note 20)		—			12,746			—			—
Other current assets		502			651			740			509
Total current assets		253,119			260,492			183,281			119,495
Non-current assets
Restricted investments (Note 8)		7,041			49,658			24,845			12,880
Security deposits and maintenance reserves (Note 13)		94,939			52,468			43,495			11,826
Prepaid expenses (Note 11)		20,439			16,949			14,404			11,631
Other non-current assets		100			100			267			6,653
Property and equipment (Note 14)		718,758			757,446			623,985			513,619
Intangible assets (Note 15)		57,954			63,566			58,983			55,357
Total non-current assets		899,231			940,187			765,979			611,966
Total assets		1,152,350			1,200,679			949,260			731,461
Liabilities and shareholders’ equity
Current liabilities
Loans and financing (Note 17)		232,406			134,372			56,672			45,172
Loans—reclassified as current due to default (Note 17)		86,568			86,844			—			—
Accounts payable		146,685			86,026			51,118			59,690
Air Traffic Liabilities		52,823			97,116			72,795			47,018
Salaries, wages and benefits		58,749			41,708			25,548			16,620
Insurance premiums payable		3,133			7,315			3,896			3,018
Derivative financial instruments (Note 20)		8,220			—			—			—
Taxes payable		67,137			63,055			46,238			23,206
Other current liabilities		5,196			8,355			4,521			8,545
Total current liabilities		660,917			524,791			260,788			203,269
Non-current liabilities
Taxes payable		—			115			4,482			6,337
Loans and financing (Note 17)		686,133			717,546			536,680			395,877
Provision for legal claims (Note 25)		15,528			9,342			5,281			5,666
Provision for return of aircrafts and engines (Note 18)		8,554			4,533			1,585			563
Payable to related parties (Note 12)		102,617			—			—			—
Other non-current liabilities		—			—			965			15,279
Total non-current liabilities		812,832			731,536			548,993			423,722
Shareholders’ equity (Note 19)
Issued capital		84,166			84,166			84,166			80,542
Capital reserve		83,940			83,940			83,940			69,654
Accumulated other comprehensive income		—			12,746			—			—
Accumulated losses		(489,505	)		(236,500	)		(28,627	)		(45,726	)
		(321,399	)		(55,648	)		139,479			104,470
Total liabilities and shareholders’ equity		1,152,350			1,200,679			949,260			731,461

The accompanying notes are an integral part of these financial statements.

F-111

TRIP LINHAS AÉREAS S.A.

STATEMENTS OF OPERATIONS

ELEVEN MONTH PERIOD ENDED NOVEMBER 30, 2012 AND

YEAR ENDED DECEMBER 31, 2011 AND 2010

(In thousands of Brazilian reais, except when otherwise indicated)

	November 30, 2012			December 31, 2011			December 31, 2010
				(Restated)			(Restated)
Operating revenue (Note 22)
Passenger revenue		1,249,690			949,470			663,497
Other revenue		160,339			127,844			88,597
		1,410,029			1,077,314			752,094
Operating expenses
Aircraft fuel		(481,006	)		(358,470	)		(176,644	)
Salaries, wages and benefits		(292,838	)		(264,950	)		(168,682	)
Aircraft and other rent		(140,255	)		(76,640	)		(45,742	)
Maintenance materials and repairs		(118,122	)		(98,168	)		(36,426	)
Landing fees		(80,538	)		(47,392	)		(23,804	)
Sales and marketing		(66,750	)		(26,235	)		(16,815	)
Depreciation and amortization		(61,701	)		(68,345	)		(55,310	)
Traffic and customer servicing		(54,475	)		(53,191	)		(39,409	)
Other operating expenses		(245,508	)		(183,295	)		(118,553	)
		(1,541,193	)		(1,176,686	)		(681,385	)
Operating (loss) income		(131,164	)		(99,372	)		70,709
Financial result (Note 23)
Financial income		4,244			7,541			4,429
Financial expenses		(91,792	)		(87,327	)		(57,220	)
Derivative financial instruments		(87	)		(634	)		—
Foreign currency exchange, net		(34,206	)		(28,081	)		8,034
Income /(loss) before income tax and social contribution		(253,005	)		(207,873	)		25,952
Income tax and social contribution current (Note 16)		—			—			(8,853	)
Income/ (loss) for the period/year		(253,005	)		(207,873	)		17,099
Basic and diluted earnings/(loss) per common share—R$		(3.25	)		(2.67	)		0.22
Basic and diluted earnings/(loss) per preferred share—R$		(40.08	)		(32.93	)		2.71

The accompanying notes are an integral part of these financial statements.

F-112

TRIP LINHAS AÉREAS S.A.

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

ELEVEN MONTH PERIOD ENDED NOVEMBER 30, 2012 AND

YEAR ENDED DECEMBER 31, 2011 AND 2010

(In thousands of Brazilian reais)

	November 30, 2012			December 31, 2011			December 31, 2010
				(Restated)			(Restated)
Income/(loss) for the year		(253,005	)		(207,873	)		17,099
Net movement on the cash flow hedge		(12,746	)		12,746			—
Total comprehensive income/ (loss) for the year		(265,751	)		(195,127	)		17,099

The accompanying notes are an integral part of these financial statements.

F-113

TRIP LINHAS AÉREAS S.A.

STATEMENTS OF CHANGES IN EQUITY

ELEVEN MONTH PERIOD ENDED NOVEMBER 30, 2012 AND

YEAR ENDED DECEMBER 31, 2011 AND 2010

(In thousands of Brazilian reais)

	Issued capital		Capital reserve		Accumulated other comprehensive income (cash flow hedge reserve)			Accumulated losses			Total
January 1, 2010 (Restated)		80,542		69,654		—			(45,726	)		104,470
Capital increase		3,624		14,286		—			—			17,910
Total comprehensive income		—		—		—			17,099			17,099
December 31, 2010 (Restated)		84,166		83,940		—			(28,627	)		139,479
Total comprehensive loss		—		—		12,746			(207,873	)		(195,127	)
December 31, 2011 (Restated)		84,166		83,940		12,746			(236,500	)		(55,648	)
Total comprehensive loss		—		—		(12,746	)		(253,005	)		(265,751	)
November 30, 2012		84,166		83,940		—			(489,505	)		(321,399	)

The accompanying notes are an integral part of these financial statements.

F-114

TRIP LINHAS AÉREAS S.A.

STATEMENTS OF CASH FLOW

ELEVEN MONTH PERIOD ENDED NOVEMBER 30, 2012 AND

YEAR ENDED DECEMBER 31, 2011 AND 2010

(In thousands of Brazilian reais)

	November 30, 2012			December 31, 2011			December 31, 2010
				(Restated)			(Restated)
Cash flows from operating activities
Income / (loss) for the period/year		(253,005	)		(207,873	)		17,099
Adjustments to reconcile net loss to cash flows provided by (used for) operating activities
Depreciation and amortization		61,701			68,345			55,310
Interest and exchange variations on assets and liabilities		81,775			63,484			16,879
Results from derivative financial instruments		8,220			—			—
Write-off of capital expenditures		28,544			9,366			4,203
Allowance for doubtful accounts, net		16,893			22,891			212
Provision for legal claims		6,186			4,061			(385	)
Provision for obsolescence		810			1,767			205
Provision for return of aircrafts		4,021			2,949			1,023
Changes in operating assets and liabilities
Trade and other receivables		1,079			(89,549	)		(3,213	)
Inventories		(1,637	)		(14,034	)		(2,237	)
Taxes recoverable		(3,535	)		1,302			1,001
Security deposits and maintenance reserves		(28,708	)		(4,752	)		(33,775	)
Prepaid expenses		563			5,632			(11,508	)
Related parties		102,617			—			—
Other assets		151			252			6,153
Accounts payables		60,659			34,907			(8,572	)
Salaries, wages and benefits		17,041			16,161			8,928
Insurance premiums payable		(4,182	)		3,419			878
Taxes payable		3,967			12,449			21,177
Air Traffic Liabilities		(44,293	)		24,321			25,777
Other liabilities		(3,161	)		2,869			(18,338	)
Interest paid		(78,992	)		(59,130	)		(38,127	)
Cash provided by (used for) operating activities		(23,286	)		(101,163	)		42,690
Cash flows from investing activities
Short-term investment		30,974			(24,812	)		(57,580	)
Restricted investment		42,617			6,395			(11,964	)
Restricted cash		(55,885	)		—			—
Capital expenditures		(45,945	)		(215,755	)		(173,505	)
Net cash used in investing activities		(28,239	)		(234,172	)		(243,049	)
Cash flows from financing activities
Loans
Proceeds		259,183			586,485			186,960
Repayment		(209,384	)		(249,649	)		(11,303	)
Capital increase		—			—			17,910
Net cash generated by financing activities		49,799			336,836			193,567
Increase (decrease) in cash and cash equivalents		(1,726	)		1,501			(6,792	)
Cash and cash equivalents at the beginning of the year		3,393			1,892			8,684
Cash and cash equivalents at the end of the year		1,667			3,393			1,892

The accompanying notes are an integral part of these financial statements.

F-115

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

1. Operations

TRIP Linhas Aéreas S.A. (herein after referred as “Company”) was incorporated on July 18, 1997 and is headquartered in the city of Campinas, São Paulo. Its operation was authorized on February 18, 1998.

The Company’s purpose is to explore regular air transportation services for passengers and/or freight, as well as supplemental passenger activities for passengers, freight and/or air mail, air taxi, maintenance and repair of aircraft, engines, components and parts, hangar services, apron services, cleanliness of aircraft and flight attendant’s supplies.

On May 25, 2012, the shareholders of the Company and Azul S.A. (“Azul”) signed an agreement for the acquisition of 100% of the share capital of the Company by Azul.

On November 22, 2012, the Brazilian National Civil Aviation (‘’ANAC’’) approved the acquisition of the Company by Azul S.A., which became the 100% shareholder of the Company and on November 30, Azul S.A. took control of the financial and operating policies of the Company.

The acquisition was a share for share exchange without transfer of cash. Azul S.A. issued new shares to TRIP´s shareholders, who became owners of 30.69% of the Azul S.A total shares.

The Council of the Administrative Council Economic Defense (“CADE”) gave pre-approval of the acquisition in November 2012. Final CADE approval was received on March 6, 2013, however this approval requirement was assessed as being perfunctory by management for the purposes of assessing control given that pre-approval by the CADE Council and approval by ANAC had already occurred.

2. Basis of presentation of financial statements

The financial statements were approved in the executive board meeting held on March 20, 2013.

The financial statements were prepared in Brazilian Reais, which is the functional currency of the Company. The financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The Company has adopted all standards, and interpretations issued by the IASB and the IFRS Interpretation Committee that were in effect on November 30, 2012. The financial statements were prepared using the historical cost basis, except for valuation of certain financial instruments asset and liabilities which are measured at fair value.

The November 30, 2012 financial statements were prepared considering an 11 month period for 2012 and 12 month periods for prior years. The November 30, 2012 financial statements relate to the period prior to the acquisition of the Company by Azul S.A. (refer to note 1 for details). After November 30, 2012 the Company is included in the consolidated financial statements of Azul S.A.

3. Restatement of financial statements

In 2012, the Company has restated the financial statements for the years ended December 31, 2011, 2010, and January 1, 2010 in accordance with IAS 8 – Accounting Practices, Changes in Accounting Estimates and Correction of Errors.

The restatement addresses the correction of errors and changes in accounting policies. There was no change on the estimates that existed at those balance sheet dates.

F-116

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

The column “Adjustments” represents impacts on the statements of operations, whereas the “Reclassifications” column does not impact in statement of operations

Details of the adjustments and their effects are shown below:

3.1. Opening Balance Sheet at January 1, 2010

	January 1, 2010
Assets	As Reported		Adjustments			Reclassifications (xiii)			As Adjusted
Current assets
Cash and cash equivalents		26,827		—			(18,143	)		8,684
Short-term investments		—		—			5,263			5,263
Trade and other receivables		61,417		—			1,880			63,297
Inventories (i)		36,571		(3,000	)		(8,250	)		25,321
Taxes recoverable		3,288		—			—			3,288
Prepaid expenses (ii)		5,507		295			7,331			13,133
Other assets		1,470		—			(961	)		509
Total current assets		135,080		(2,705	)		(12,880	)		119,495
Non-current assets
Restricted financial investments		—		—			12,880			12,880
Security deposits and maintenance reserves (iii)		5,311		6,515			—			11,826
Prepaid expenses (ii)		9,800		1,831			—			11,631
Deferred tax (iv)		11,828		(11,828	)		—			—
Other non-current assets		6,653		—			—			6,653
Property and equipment (v)/(vi)		516,638		(2,367	)		(652	)		513,619
Intangible assets		54,705		—			652			55,357
Total non-current assets		604,935		(5,849	)		12,880			611,966
Total assets		740,015		(8,554	)		—			731,461

F-117

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.1. Opening Balance Sheet at January 1, 2010 (Continued)

	January 1, 2010
Liabilities and shareholders’ equity	As Reported			Adjustments			Reclassifications (xiii)			As Adjusted
Current liabilities
Loans and financing		50,209			—			(5,037	)		45,172
Accounts payable		49,356			(872	)		11,206			59,690
Air Traffic Liabilities (viii)		43,597			(2,442	)		5,863			47,018
Salaries, wages and benefits		20,861			—			(4,241	)		16,620
Insurance premiums payable		—			—			3,018			3,018
Taxes payable (ix)		—			20,708			2,498			23,206
Other current liabilities		18,691			—			(10,146	)		8,545
Total current liabilities		182,714			17,394			3,161			203,269
Non-current liabilities
Taxes payable		6,337			—			—			6,337
Loans and financing		392,137			—			3,740			395,877
Provision for legal claims		5,666			—			—			5,666
Accounts payable		18,445			—			(18,445	)		—
Provision for return of aircrafts (x)		—			563			—			563
Deferred tax (iv)		18,969			(18,969	)		—			—
Other non-current liabilities		3,735			—			11,544			15,279
Total non-current liabilities		445,289			(18,406	)		(3,161	)		423,722
Shareholders’ equity
Issued capital		80,542			—			—			80,542
Capital reserve		69,709			(55	)		—			69,654
Accumulated losses		(38,239	)		(7,487	)		—			(45,726	)
		112,012			(7,542	)		—			104,470
Total liabilities and shareholders’ equity		740,015			(8,554	)		—			731,461

F-118

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.2. Balance Sheet at December 31, 2010

	2010
	As Reported		Adjustments			Reclassifications (xiii)			As Adjusted
Assets
Current assets
Cash and cash equivalents		1,892		—			—			1,892
Short-term investments		87,688		—			(24,845	)		62,843
Trade and other receivables		63,994		—			2,304			66,298
Inventories (i)		43,809		(3,204	)		(13,252	)		27,353
Taxes recoverable		2,305		—			(18	)		2,287
Prepaid expenses (ii)		7,411		600			13,857			21,868
Other current assets		4,472		—			(3,732	)		740
Total current assets		211,571		(2,604	)		(25,686	)		183,281
Non-current assets
Restricted financial investments		—		—			24,845			24,845
Security deposits and maintenance reserves (iii)		22,788		20,974			(267	)		43,495
Prepaid expenses (ii)		15,659		(1,583	)		328			14,404
Deferred tax (iv)		18,771		(18,771	)		—			—
Other non-current assets		—		—			267			267
Property and equipment (v)/(vi)		530,101		92,481			1,403			623,985
Intangible assets		60,385		—			(1,402	)		58,983
Total non-current assets		647,704		93,101			25,174			765,979
Total assets		859,275		90,497			(512	)		949,260

F-119

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.2. Balance Sheet at December 31, 2010 (Continued)

	2010
Liabilities and shareholders’ equity	As Reported			Adjustments			Reclassifications (xiii)			As Adjusted
Current liabilities
Loans and financing (vi)		51,237			12,537			(7,102	)		56,672
Accounts payable		45,012			(775	)		6,881			51,118
Air Traffic Liabilities (viii)		71,865			(4,157	)		5,087			72,795
Salaries, wages and benefits		13,444			—			12,104			25,548
Insurance premiums payable		—			—			3,896			3,896
Taxes payable (ix)		35,838			34,333			(23,933	)		46,238
Other current liabilities		—			—			4,521			4,521
Total current liabilities		217,396			41,938			1,454			260,788
Non-current liabilities
Taxes payable		—			—			4,482			4,482
Loans and financing (vi)		459,434			74,211			3,035			536,680
Provision for legal claims		5,281			—			—			5,281
Provision for return of aircrafts (x)		—			1,585			—			1,585
Deferred tax (iv)		16,846			(16,846	)		—			—
Other non-current liabilities		10,448			—			(9,483	)		965
Total non-current liabilities		492,009			58,950			(1,966	)		548,993
Shareholders’ equity
Issued capital		84,166			—			—			84,166
Capital reserve		83,995			(55	)		—			83,940
Accumulated losses		(18,291	)		(10,336	)		—			(28,627	)
		149,870			(10,391	)		—			139,479
Total liabilities and shareholders’ equity		859,275			90,497			(512	)		949,260

F-120

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.2. Statement of operations at December 31, 2010 (Continued)

	2010
	As Reported			Adjustments			Reclassifications (xiii)			As Adjusted
Operating revenue
Passenger revenue		718,816			—			(55,319	)		663,497
Other revenue (viii)		—			1,404			87,193			88,597
		718,816			1,404			31,874			752,094
Aircraft fuel		(180,093	)		—			3,449			(176,644	)
Salaries, wages and benefits		(185,578	)		—			16,896			(168,682	)
Aircraft and other rent (x)		(50,150	)		3,286			1,122			(45,742	)
Maintenance materials and repairs (i)/(iii)/(v)		(50,368	)		14,255			(313	)		(36,426	)
Landing fees		(105,837	)		—			82,033			(23,804	)
Traffic and customer servicing		(23,804	)		—			(15,605	)		(39,409	)
Sales and marketing		—			—			(16,815	)		(16,815	)
Depreciation and amortization (vi)		(51,864	)		(1,179	)		(2,267	)		(55,310	)
Other operating income (expenses) (ii)		(9,432	)		(10,484	)		(98,637	)		(118,553	)
		(657,126	)		5,878			(30,137	)		(681,385	)
Operating (loss) income		61,690			7,282			1,737			70,709
Financial result
Financial income		8,753			—			(4,324	)		4,429
Financial expenses		(57,553	)		—			333			(57,220	)
Foreign currency exchange, net (vi)		—			5,152			2,882			8,034
Loss before income tax and social contribution		12,890			12,434			628			25,952
Income tax and social contribution current (ix)		(2,008	)		(6,217	)		(628	)		(8,853	)
Income tax and social contribution deferred (iv)		9,066			(9,066	)		—			—
Income/(Loss) for the year		19,948			(2,849	)		—			17,099

F-121

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.3. Balance Sheet at December 31, 2011

	2011
	As Reported		Adjustments			Reclassifications (xiii)			As Adjusted
Assets
Current assets
Cash and cash equivalents		3,393		—			—			3,393
Short-term investments		106,106		—			(49,658	)		56,448
Trade and other receivables (vii)		148,492		(22,837	)		7,302			132,957
Inventories (i)		46,582		(12,925	)		5,963			39,620
Taxes recoverable		986		—			—			986
Prepaid expenses (ii)		15,469		(208	)		(1,570	)		13,691
Derivative financial instruments		12,746		—			—			12,746
Other current assets		7,022		—			(6,371	)		651
Total current assets		340,796		(35,970	)		(44,334	)		260,492
Non-current assets
Restricted financial investments		—		—			49,658			49,658
Security deposits and maintenance reserves (iii)		34,504		18,038			(74	)		52,468
Prepaid expenses (ii)		14,687		1,935			327			16,949
Deferred tax (iv)		66,459		(66,459	)		—			—
Other non-current assets		—		—			100			100
Property and equipment (v)/(vi)		660,489		101,832			(4,875	)		757,446
Intangible assets		66,541		—			(2,975	)		63,566
Total non-current assets		842,680		55,346			42,161			940,187
Total assets		1,183,476		19,376			(2,173	)		1,200,679

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.3. Balance Sheet at December 31, 2011 (Continued)

	2011
	As Reported			Adjustments			Reclassifications (xiii)			As Adjusted
Liabilities and shareholders’ equity
Current liabilities
Loans and financing (vi)		131,420			32,696			(29,744	)		134,372
Loans—reclassified as current due to default		—			—			86,844			86,844
Accounts payable (xi)		75,540			657			9,829			86,026
Air Traffic Liabilities (viii)		102,169			(10,736	)		5,683			97,116
Salaries, wages and benefits		21,507			—			20,201			41,708
Insurance premiums payable		—			—			7,315			7,315
Taxes payable (ix)		54,165			50,682			(41,792	)		63,055
Other current liabilities		—			—			8,355			8,355
Total current liabilities		384,801			73,299			66,691			524,791
Non-current liabilities
Taxes payable		115			—			—			115
Loans and financing (vi)		711,315			75,095			(68,864	)		717,546
Provision for legal claims (xii)		3,789			5,553			—			9,342
Deferred tax (iv)		10,198			(10,198	)		—			—
Provision for return of aircrafts (x)		—			4,533			—			4,533
Total non-current liabilities		725,417			74,983			(68,864	)		731,536
Shareholders’ equity
Issued capital		84,166			—			—			84,166
Capital reserve		83,995			(55	)		—			83,940
Other comprehensive loss		12,746			—			—			12,746
Accumulated losses		(107,649	)		(128,851	)		—			(236,500	)
		73,258			(128,906	)		—			(55,648	)
Total liabilities and shareholders’ equity		1,183,476			19,376			(2,173	)		1,200,679

F-123

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.3. Statement of operations December 31, 2011 (Continued)

	2011
	As Reported			Adjustments			Reclassifications (xiii)			As Adjusted
Operating revenue
Passenger revenue (viii)		1,064,888			6,579			(121,997	)		949,470
Other revenue (viii)		—			(5,365	)		133,209			127,844
		1,064,888			1,214			11,212			1,077,314
Aircraft fuel (xi)		(352,009	)		(7,754	)		1,293			(358,470	)
Salaries, wages and benefits		(299,694	)		—			34,744			(264,950	)
Aircraft and other rent (x)		(105,929	)		7,961			21,328			(76,640	)
Maintenance materials and repairs (i)/(iii)/(v)		(85,856	)		(8,438	)		(3,874	)		(98,168	)
Landing fees		(99,520	)		—			52,128			(47,392	)
Sales and marketing		—			(1,438	)		(24,797	)		(26,235	)
Depreciation and amortization (vi)		(60,433	)		(4,728	)		(3,184	)		(68,345	)
Traffic and customer servicing		(57,999	)		—			4,808			(53,191	)
Other operating income (expenses) (ii)/(xii)		(55,147	)		(42,235	)		(85,913	)		(183,295	)
		(1,116,587	)		(56,632	)		(3,467	)		(1,176,686	)
Operating (loss) income		(51,699	)		(55,418	)		7,745			(99,372	)
Financial result
Financial income		—			—			7,541			7,541
Financial expenses (vi)		(99,017	)		4,548			7,142			(87,327	)
Derivative financial instruments		7,022			—			(7,656	)		(634	)
Foreign currency exchange, net (vi)		—			(13,309	)		(14,772	)		(28,081	)
Loss before income tax and social contribution		(143,694	)		(64,179	)		—			(207,873	)
Income tax and social contribution current		—			—			—			—
Income tax and social contribution deferred (iv)		54.336			(54,336	)		—			—
Income/ (Loss) for the year		(89,358	)		(118,515	)		—			(207,873	)

(i) The Company identified the need to record a provision for obsolete inventory as at December 31, 2011, December 31, 2010 and January 1, 2010 in order to value inventories at the lower of cost and net realizable value. This adjustment was recorded against the line item ‘’maintenance materials and repairs’’ in the statement of operations for the years ended December 31, 2011 and 2010.

(ii) The Company did not record lease payments under operating leases as an expense on a straight-line basis in the years ended December 31, 2011 and 2010. Therefore adjustments have been recorded in order to correct operating lease expenses in those years and also to correct the related balance sheet accounts as at January 1, 2010, December 31, 2010 and December 31, 2011.

(iii) In the years ended December 31, 2011 and 2010 the Company expensed payments related to maintenance deposits paid to aircraft lessors. However, these deposits are reimbursable by the lessor and, therefore represent an asset. The Company reversed the relevant expense in the years

F-124

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.3. Year ended December 31, 2011 (Continued)

ended December 31, 2011 and 2010 and recorded the recoverable amount of the deposit in non-current assets as at December 31, 2011, December 31, 2010 and January 1, 2010.

(iv) As at December 31, 2011, December 31, 2010 and January 1, 2010 the Company recorded deferred tax assets even though it was not probable that there would be taxable profits in future periods against which the deductible temporary differences could be utilized. The Company has therefore written off these amounts.

(v) The Company identified that certain costs and training benefits relating to the years ended December 31, 2011 and 2010, as well as agreements and transactions with aircraft manufacturers, which had not been recorded in the statement of operations. The unrecorded expenses have now been recorded for years ended December 31, 2011 and 2010 and the benefit has been recorded as an adjustment to Property and Equipment.

(vi) The Company identified three aircraft classified as operating leases which should have been classified as finance leases as at December 31, 2011, December 31, 2010 and January 1, 2010, since the risks and rewards for the underlying leased items were transferred to the Company. As a result, the Company has recognized these aircrafts as Property, Plant and Equipment at their fair value on the acquisition date, with a corresponding liability related to the future lease payments as at December 31, 2011, December 31, 2010 and January 1, 2010. Corresponding adjustments were recorded to increase depreciation expense, reduce Aircraft and other rent, increase interest expense and adjusts foreign currency exchange (contracts are denominated in US dollars).

(vii) As at December 31, 2011, December 31, 2010 and January 1, 2010, the Company did not record a provision for doubtful accounts based on all the information on collectability available to management at the time. An increased provision has therefore been recorded as at these dates, with corresponding adjustments to the statement of operations for the years ended December 31, 2011 and 2010.

(viii) The Company revised its policy to recognize “breakage” revenue, upon departure of the related flight, from those ticket fares that are expected to expire unused. This change in accounting policy was applied retrospectively as determined by IAS 8 resulting in an increase of revenue for the years ended December 31, 2011 and 2010 and a decrease in air traffic liability as at December 31, 2011, December 31, 2010 and January 1, 2010

(ix) The Company has reassessed its tax position as at December 31, 2011, December 31, 2010 and January 1, 2010 to take account of the effects of the restatement adjustments and other matters. A corresponding adjustment has been recorded to income tax expense for the years ended December 31, 2011 and 2010.

(x) Some operating lease contracts require that the aircraft shall be returned at the end of the contract in an agreed upon condition, however no provision was recorded as at December 31, 2011, December 31, 2010 and January 1, 2010. The Company has now recorded an appropriate provision at these dates and recorded an adjustment to Aircraft and other rent for the years ended December 31, 2011 and 2010.

F-125

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

3. Restatement of financial statements (Continued)

3.3. Year ended December 31, 2011 (Continued)

(xi) The Company identified an adjustment as at December 31, 2011 related to the non-accrual fuel supplied by but not invoiced. The Company has now recorded an appropriate provision at this date and recorded an adjustment to Aircraft fuel for the year ended December 31, 2011.

(xii) The Company identified certain civil, labor, and tax lawsuits with probable loss which were not provided for as at December 31, 2011. As a result, the Company recorded an appropriate provision at this date and recorded an adjustment to Other operating income (expenses) for the year ended December 31, 2011.

(xiii) The Company also reclassified some of the items included in the balance sheets in order to conform to the requirements of IAS 1. These reclassifications were comprised mainly of current vs. non-current and offsetting adjustments. The reclassifications in the statement of operations were to reflect industry practice and for comparability purposes with the information disclosed in the 2012 statement of operations.

4. Significant accounting policies

4.1. Cash and cash equivalents

Cash and cash equivalents are held in order to meet short term cash commitments and not for investments and other purposes. The Company consider as cash equivalents deposits or instruments which are readily convertible into a known cash amount and subject to an insignificant risk of change in value. The Company includes instruments with maturities when purchased of less than three months as cash equivalents.

4.2. Financial instruments—initial recognition and subsequent measurement

(i) Financial assets

Initial recognition and measurement

Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, investments held to maturity, financial assets available for sale, or derivatives classified as effective hedge instruments, as applicable.

The Company determines the classification of its financial assets upon initial recognition when it becomes party to the contractual provisions of the instrument.

Financial assets are initially recognized at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except in the case of financial assets recorded at fair value through profit or loss.

The financial assets of the Company include cash and cash equivalent, short-term investments, restricted investments, trade and other receivables, loans and other receivables, as well as derivative financial instruments.

F-126

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.2. Financial instruments—initial recognition and subsequent measurement (Continued)

Subsequent measurement

The subsequent measurement of financial assets depends on their classification.

a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of short term sale. This category includes derivative financial instruments entered into by the Company that do not meet the criteria for hedge accounting as defined by IAS 39.

Financial assets at fair value through profit or loss are presented on the balance sheet at fair value, with corresponding gains or losses recognized in the statements of operations.

The Company classifies financial assets at fair value through profit or loss, because it intends to trade them in the short term. When the Company is unable to trade these financial assets due to inactive markets, and management’s intention of selling them in the near future undergoes significant changes, the Company may choose to reclassify them. Reclassification to loans and receivables, available for sale or held to maturity depends on the nature of the asset. Financial assets designated at fair value through profit or loss using the fair value option at the moment of presentation cannot be reclassified after initial recognition.

b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed in an active market. After initial measurement, these financial assets are recorded at amortized cost using the effective interest method, less impairment losses. The amortized cost is calculated taking into account any discount or premium on acquisition and fees or costs incurred. The amortization of the effective interest method is recorded as financial income in the statements of operations. Impairment losses are recognized as financial expenses in the statements of operations.

Trade and other receivable are initially recorded at fair value (including a present value adjustment if there are extended credit terms). An allowance for doubtful accounts is made with the estimate being based on various factors including customer profile and the age of individual debt. Information regarding the details of trade accounts receivable and changes in the allowance for doubtful accounts are detailed in Note 9.

Derecognition

Financial assets (or, where appropriate, part of a financial asset or part of a group of similar financial assets) are written-off when:

• The rights to receive cash flows from the assets have expired;

• The Company has transferred its rights to receive cash flows of the assets and (a) the Company has substantially transferred all the risks and benefits of the assets, or (b) the Company has not transferred or substantially all the risks and benefits related to the assets, but has transferred control of the assets.

F-127

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.2. Financial instruments—initial recognition and subsequent measurement (Continued)

When the Company has transferred its rights to receive cash flows from assets and has not transferred or retained substantially all the risks and rewards relating to an asset, that asset is recognized to the extent of the continuing involvement of the Company.

In this case, the Company also recognizes an associated liability. The transferred assets and associated liabilities are measured based on the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee on the assets transferred is measured by the original book value of the assets or the maximum payment that may be required from the Company, whichever is lower.

(ii) Impairment of financial assets

At every balance sheet date, the Company assesses if there is any objective evidence of impairment of financial assets or groups of financial assets. A financial asset or group of financial assets is considered impaired, if there is objective evidence of a lack of recoverability as the result of one or more events that occurred after initial recognition (“loss event”) and when this event has an impact on future estimated cash flows of a financial asset that can be reasonably estimated.

Evidence of impairment loss may include an indication that counterparties are experiencing significant financial difficulty, late payments, defaults, bankruptcy or a likelihood that these entities will file for bankruptcy or other types of financial reorganization.

Financial assets at amortized cost

In relation to financial assets shown at amortized cost, the Company initially assesses if there is clear evidence of impairment loss for each financial asset that is individually significant, or groups of financial assets that are not individually significant but remain significant as a whole. If the Company concludes that there is no evidence of any impairment loss on an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and jointly assessed in relation to impairment losses. Assets that are individually assessed for impairment losses and for which an impairment loss continues to be recognized are not included in any joint assessment of impairment losses.

When there is clear evidence of an incurred impairment loss, the amount is measured as the difference between the book value of the assets and present value of estimated future cash flows (excluding future expected credit losses not yet incurred). The present value of estimated future cash flows is discounted by the original effective interest rate for financial assets. When a loan has a floating interest rate, the discount rate for measuring any impairment loss is current effective interest rate.

The book value of the assets is reduced through a provision and the loss is recognized in the statements of operations. Interest income continues to be calculated on the reduced book value based on the original effective interest rate for the asset. The loans, together with the corresponding allowances are written-off when there is no realistic prospect of their future

F-128

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.2. Financial instruments—initial recognition and subsequent measurement (Continued)

recovery and all collateral has been realized or transferred to the Company. If in a subsequent year, the impairment loss amount increases or decreases due to an event after the recognition of impairment loss, the loss that was previously recognized is increased or reduced by adjusting the provision. Any future recovery of the written-off amount is recognized in the statements of operations.

(iii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified as financial liabilities at fair value through profit or loss, loans and borrowing, or as derivatives classified as hedge instruments, as appropriate. The Company determines the classification of its financial liabilities upon initial recognition.

Financial liabilities are initially recognized at fair value less, in the case of loans and financing, directly related transaction costs.

Financial liabilities of the Company include accounts payable and other accounts payable, overdraft balances, loans and financing, security deposits, and derivative financial instruments.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification, as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of short term settlement. This category includes derivative financial instruments contracted by the Company that do not meet the criteria for hedge accounting as defined by IAS 39.

Gains and losses in liabilities held for trading are recognized in the statements of operations.

Loans and borrowings

After initial recognition, loans and financing subject to interest are subsequently measured at amortized cost, using the effective interest rate. Gains and losses are recognized in the statements of operations on the derecognition of liabilities as well as during the the effective interest rate amortization process.

Derecognition

A financial liability is derecognized when the obligation is discharged, canceled, or expires.

F-129

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.2. Financial instruments—initial recognition and subsequent measurement (Continued)

When an existing financial liability is replaced by another from the same lender with substantially different terms, or terms of an existing liability are substantially modified, such replacement or modification is treated as the derecognition of the original liability and the recognition of a new liability, with the difference in the corresponding book values recognized in the statements of operations.

(iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount represented in the consolidated financial position if, and only if, there is a currently enforceable, legal right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the assets and settle the liability simultaneously.

(v) Fair value of financial instruments

The fair value of financial instruments actively traded in organized financial markets is determined based on prices quoted in the market at close of business at the balance sheet date, not including the deduction of transaction costs.

The fair value of financial instruments for which there is no active market is determined using valuation techniques. These techniques can include use of recent market transactions, references to the current fair value of other similar instruments, analysis of discounted cash flows, or other valuation models.

An analysis of the fair value of financial instruments and more details about how they are calculated is described in Note 20.

4.3. Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement

The Company uses derivative financial instruments relating to currency forward contracts options, commodities (WTI) forward contracts, and interest rate swaps to hedge against both foreign exchange rate risk and interest rate risk. Derivative financial instruments are recognized initially at fair value on the date when the derivative is contracted and are subsequently remeasured at fair value. Derivatives are presented as financial assets when the instrument’s fair value is positive and as financial liabilities when fair value is negative.

Any gains or losses from changes in the fair value of derivatives during the year are recorded directly in the statements of operations for the period, except for the effective portion of cash flow hedges that are recognized directly in other comprehensive income (loss). These gains or losses are then recorded in the statements of operations when the hedged item affects profit and loss.

F-130

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.3. Derivative financial instruments and hedge accounting (Continued)

The following classifications are used for hedge accounting purposes:

• fair value hedge when hedging against exposure to changes in fair value of recognized assets or liabilities, or an unrecognized firm commitment.

• cash flow hedge when providing protection against changes in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction which may affect the income or foreign currency risk in an unrecognized firm commitment.

• hedge of net investment in a foreign operation.

On inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wish to apply hedge accounting, as well as the Company’s objective and risk management strategy for undertaking the hedge. The documentation includes identification of the hedge instrument, the item or transaction being hedged, the nature of the risk being hedged, the nature of the risks excluded by the hedge, a prospective statement of the effectiveness of the hedge relationship and how the Company will assess the effectiveness of the changes in the hedging instruments fair value in offsetting the exposure to changes in the fair value of the item being hedged or cash flows attributable to the risk being hedged. It is expected that these hedges are highly effective in offsetting any changes in fair value or cash flows, and they are continually assessed to determine whether they actually have been highly effective over all the reporting periods for which they were designated.

Hedges that meet the criteria for hedge accounting are accounted for as follows:

Fair value hedge

The gain or loss resulting from changes in fair value of a hedge instrument (for derivative hedge instrument) or the foreign exchange component of its carrying amount measured in accordance with IAS 21 (for non-derivative hedge instrument) is recognized in the statements of operations. The gain or loss from the hedged item attributable to the hedged risk should adjust the carrying amount of the hedged item and is also recognized in the statements of operations.

If the hedged item is derecognized, the unamortized fair value is recognized immediately in the statement of operations.

When an unrecognized firm sales commitment is designated as a hedged item in a hedge relationship, the change in fair value of the firm sales commitment attributable to the hedge risk is recognized as a financial asset or as a financial liability, with the recognition of a corresponding gain or loss in the statements of operations. The accumulated balance in the balance sheet resulting from successive changes in fair value of the firm sales commitment attributable to the hedged risk will be transferred to the balance of the hedged item upon its recognition (recognition of balance of accounts payable or accounts receivable).

The Company holds interest rate swaps to hedge against exposure to changes in fair value of some of its aircraft financing, fixed between 4.5% and 5.5% per annum. See Note 20 for details.

F-131

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.3. Derivative financial instruments and hedge accounting (Continued)

Cash flow hedge

The effective portion of a gain or loss from the hedge instrument is recognized directly in other comprehensive income (loss) while anyineffective portion of the hedge is recognized immediately in financial income (expenses).

The amounts recorded in other comprehensive income (loss) are transferred to the statement of operations when the hedged transaction affects, profit or loss for example when the financial income or expense being hedged is recognized or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recorded as other comprehensive income are transferred to initial carrying amount of the non-financial assets or liability.

If the occurrence of the forecast transaction or firm commitment is no longer likely, the amounts previously recognized in other comprehensive income are transferred to the statement of operations. If the hedge instrument expires or is sold, terminated, exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in comprehensive income remains deferred in other comprehensive income until the forecast transaction or firm commitment affects profit or loss.

The Company uses swap contracts to hedge against its exposure to any increase risk in interest rates related to its operating lease transactions and firm sales commitments.

Current and non-current classification

Derivative instruments that are not classified as effective hedge instruments are classified as current, non-current or segregated into current or non-current portions based on the underlying contractual cash flows.

• When the Company expects to maintain a derivative as an economic hedge (and do not apply hedge accounting) for a period exceeding 12 months after the balance sheet date, the derivative is classified as non-current (or segregated into current and non-current portions), consistent with the classification of the underlying item.

• Embedded derivatives that are not closely related to the host contract are classified in a manner consistent with the cash flows of the host contract.

• Derivative instruments that are designated as and are effective hedge instruments, are classified consistently with the classification of the underlying hedged item. The derivative instrument is segregated into current and non-current portion only if a reliable allocation can be made.

4.4. Inventories

Inventories consist of aircraft maintenance parts and uniforms. The inventories are valued at cost or net realizable value, whichever is lower, net of any provision for obsolescence. Inventories are charged to the statement of operations, when consumed.

F-132

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.5. Taxes

Income tax and social contribution

Current tax assets and liabilities are measured at expected amount recoverable from or payable to tax authorities. Tax rates and tax laws used to calculate the amount are those that are in force or substantially in force on the balance sheet date in the countries where the Company operates and generates taxable profit.

Current income tax and social contribution relating to items recognized directly in net equity are recognized in net equity. The Company assesses on a regular basis the tax status of situations in which tax law requires interpretation and establishes provision if appropriate.

Deferred taxes

Deferred tax is recorded on temporary differences at the balance sheet date between the tax basis of assets and liabilities and their book values.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• when the deferred tax liability arises from initial recognition of goodwill or assets or liabilities in a transaction that is not a business combination and, does not affect either accounting profit or taxable profit or loss on the transaction date;

• on the temporary tax differences related to investments in subsidiaries, where the period of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not be reversed in the near future.

Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused, tax credits and tax losses to the extent that it is probable that taxable profit will be available for their utilization except:

• when the deferred tax asset related to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, on the transaction date, does not affect either the accounting profit or taxable profit or loss; and

• on deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the near future and taxable profit will be available so that the temporary differences may be used.

The book value of the deferred tax assets is reviewed on each balance sheet date and written off to the extent that it is no longer probable that taxable profits will be available to allow that all or part of the deferred tax assets be used. Unrecognized deferred tax assets are reassessed on each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow deferred tax assets be recovered.

Deferred tax assets and liabilities are measured at tax rates that are expected to be applicable in the year that the assets will be realized or the liability settled, based on tax rates (and tax law) enacted or substantially enacted on the balance sheet date.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.5. Taxes (Continued)

Deferred tax relating to items recognized directly in other comprehensive income or net equity is also recognized in other comprehensive income or net equity and not in the statement of operations.

Deferred tax assets and liabilities are presented net if there is a legal or contractual right to offset tax assets against tax liabilities and deferred taxes are related to the same taxable entity and subject to the same tax authority. The rates of these taxes currently set for determining such deferred taxes, are 25% for income tax and 9% for social contribution.

Sales taxes

Revenue, expenses and assets are recognized net of sales taxes and VAT, except:

• when sales taxes levied on the purchase of goods or services are not recoverable with the tax authorities, in which case the sales tax is recognized as part of acquisition cost of assets or expense item as applicable; and

• receivables and payables are presented including the sales tax amount.

The net value of sales taxes, recoverable or payable, is included as part of receivables or payables on the statement of financial position.

The revenue from sales of goods and services are subject to the following taxes and contributions:

• State value added tax on goods and services—ICMS—levied on air cargo operations, at rates ranging from 4% to 19%.

• Federal Contribution for Social Security Financing (COFINS) levied on passenger transport at the rate of 3% and at 7.6% on remaining revenue from air transport activity.

• Federal Social Integration Program (PIS): levied on passenger transport at the rate of 0.65%, and at 1.65% on remaining revenue from air transport activity.

These are recorded as deductions from passenger and cargo transport and other revenues in the statements of operations.

4.6. Translation of foreign currency

The consolidated financial statements are presented in Brazilian reais (R$), which is the Company´s functional currency.

Transactions in foreign currencies are initially recorded at the exchange rate of the functional currency on the date of the transaction.

The assets and liabilities denominated in foreign currencies are translated at the exchange rate with the functional currency prevailing at the balance sheet date.

Non-monetary items measured in foreign currency or historical cost basis are translated using the effective exchange rate on the dates of original transactions. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates in effect on the date of determination of fair value.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.7. Property and equipment

Assets included in property and equipment are recorded at acquisition or construction cost that includes interest and other financial charges. Pre-payments for aircraft under construction including interest and finance charges incurred during the manufacture of the aircraft and improvements of are also recorded under property and equipment.

The Company receives credits from manufacturers on acquisition of certain aircraft and engines that may be used for the payment of maintenance services. These credits are recorded as a reduction the cost of acquisition of the related aircraft and engines and against other accounts receivable. These amounts are then charged to expense or recorded as an asset, when the credits are used to purchase additional goods or services. In the case of operating leases, these credits are deferred and reduce operating lease expenses on a straight line basis during the term of the respective agreement.

Owned aircrafts are recorded at cost of acquisition and subjected to impairment testing, if there are impairment indicators. Aircraft equipment, rotables and tools including reparable spare parts with useful lives that exceed one year are recorded as property plan and equipment at cost of acquisition.

Aircraft lease agreements are accounted for as either operating or finance leases – see note 4.11.

Depreciation is calculated through the straight line method in accordance with the useful lives of the assets as follows:

	Estimated useful lives
Leasehold improvements		5 years
Computer equipment and peripherals		5 years
Aircraft		12 years
Engines		12 years
Heavy maintenance		3 years
Tools		10 years
Vehicles		5 years
Furniture and fixtures		10 years
Aircraft equipment		10 years
Simulator		5 years

The net book value and useful life of assets and the amortization methods are reviewed at the end of each year and adjusted prospectively, if applicable.

The Company allocated a maintenance cost component to engines as a portion of the total aircraft cost at the moment of acquisition. This component is depreciated over its useful life, determined in accordance with the period extending up to the next heavy maintenance or the useful life of the engines, whichever is lower.

Repairs and routine maintenance are charged as expenses during the period in which these are incurred. Significant maintenance costs are capitalized when it is likely that they will result in future economic benefits that exceed the originally assessed performance target for existing assets for the Company. These maintenance costs are depreciated over useful lives determined in accordance with the period until the next scheduled significant maintenance.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.7. Property and equipment (Continued)

The Company has a maintenance contract for its engines that covers all significant maintenance activity. The Company has a “power-by-the-hour” type contract, which establishes the rate for maintenance per hour flown, which will be paid in accordance with the total hours flown when maintenance occurs. These heavy maintenance costs are recorded as assets and depreciated over the useful life determined in accordance with the period extending to the next scheduled maintenance.

4.8. Business Combinations

We account for business combinations using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on the fair value on the acquisition date. Costs directly attributable to the acquisition are accounted for as expenses when incurred. The assets acquired and liabilities assumed are measured at fair value, classified and allocated according to the contractual terms, economic circumstances and relevant conditions on the acquisition date. Goodwill is measured as the excess of consideration transferred in relation to net assets acquired at fair value. If the consideration is lower than the fair value of net assets acquired, the difference is recognized as a gain in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

4.9. Intangible assets

Separately acquired intangible assets are measured at cost on initial recognition. After initial recognition, intangible assets are stated at cost, less any accumulated amortization and accumulated impairment losses. Internally generated intangible assets are not capitalized.

The useful life of intangible assets is assessed as definite or indefinite.

Intangible assets with definite useful lives are amortized over their useful lives and tested for impairment, whenever there is any indication of any loss in economic value of the assets. The period and method of amortization for intangible assets with definite lives are reviewed at least at the end of each fiscal year or when there are indicators of impairment. Changes in estimated useful lives or expected consumption of future economic benefits of these assets are recorded by means of changes in the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization of intangible assets with definite lives is recognized in the statements of operations in the expense category consistent with the use of intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment at each year-end or whenever there is an indicator that their carrying amount cannot be recovered, either individually or at the cash generating unit level. The assessment is reviewed annually to determine whether the indefinite useful life continues to be valid. If not, the change in useful life from the indefinite to definite is made on a prospective basis.

Gains and losses resulting from the write-off of intangible assets are measured as the difference between the net value from the sale and the book value of assets and recognized in the statements of operations upon disposal of the assets.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.10. Impairment of non-financial assets

The Company performs an annual review for impairment indicators in order to assess events or changes in economic, technological, or operating conditions which may indicate that an asset is impaired. If any, such evidence is identified or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less cost to sell and its value in use. Recoverable amount is determined for an individual asset, unless that asset does not generate independent cash inflows. When the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment charge is recorded and the asset is written down to its recoverable amount.

The Company operates as a single CGU.

In estimating the value in use of assets, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the weighted average cost of capital for the industry in which the cash-generating unit operates. The fair value less cost to sell is determined, whenever possible, based on a firm sales agreement carried out on an arm’s length basis between known and interested parties, adjusted for expenses attributable to asset sales, or when there is no firm sale commitment, based on the market price of an active market or most recent transaction price of similar assets.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

The following assets have specific characteristics for impairment testing:

Goodwill

Goodwill is tested for impairment annually or when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

Intangible assets

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.11. Leases

The leases of property and equipment in which the Company has substantially all the risks and benefits of ownership are classified as finance leases. Finance leases are recorded as a financed purchase, acknowledging from the outset a fixed asset and a financing liability (lease). Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the statement of operations.

Aircraft held under finance leases are recorded based on the lower of the fair value of the aircraft and the present value of the minimum lease payments, discounted at an implicit interest rate when it is clearly identified in the lease agreement, or the market interest rate.

The assets are depreciated by the shorter of the remaining economic useful life of the leased assets or the contractual term whenever there is no reasonable certainty that the Company will obtain ownership of the property at the end of the contractual term.

Leases in which a significant portion of the ownership risks and benefits remain with lessor are classified as operating leases. Payments made for operating leases (including direct costs and incentives received from the lessor of each contract) are allocated to the statement of operations at the straight-line method during the lease term.

4.12. Security deposits and maintenance reserves

Aircraft and engine maintenance reserves

The maintenance deposits refer to payments made in US dollar by the Company to lease companies to be used in future aircraft and engine maintenance work. Management performs regular reviews of the recovery of maintenance deposits and believes that the values reflected in the consolidated balance sheet are recoverable. These deposits are used to pay for the maintenances performed, and might be reimbursed to the Company after termination of the contracts. Certain lease agreements establish that the existing deposits, in excess of maintenance costs are not refundable. Such excess occur when the amounts previously used in maintenance services are lower than the amounts deposited. Any excess amounts retained by the lessor upon the lease contract termination date, which are not considered material, are recognized as additional aircraft lease expense. The exchange rate differences on payments, net of maintenance costs, are recognized as an expense in the financial result. Payments related to maintenance that the Company does not expect to perform are recognized when paid as additional rental expense. Some of the aircraft lease agreements do not require maintenance deposits.

Deposits in guarantee and collaterals for lease agreements

The deposits in guarantee and collaterals are represented by amounts deposited to lessors of the lease monthly payments, as required at the inception of the lease agreements. The deposits in guarantee and collaterals are denominated in U.S. Dollars, do not bear interest and are reimbursable to the Company upon termination of the agreements.

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.13. Provisions

Provisions are recognized when the Company has a present legal or constructive obligation, as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. When the Company expects that the value of a provision will be reimbursed, in whole or in part, as for example under an insurance contract, the reimbursement is recognized as a separate asset but only when reimbursement is virtually certain. The expense relating to any provision is presented in the statements of operations, net of any reimbursement.

The Company is parties to other judicial and administrative proceedings. Provisions are set up for all legal claims related to lawsuits for which it is probable that an outflow of funds will be required to settle the legal claims obligation and a reasonable estimate can be made. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, available case law, the most recent court decision and their relevance in the legal system, as well as the assessment of legal counsel.

Lease contracts determine the condition that the Company must return leased aircraft of projected future costs necessary to return the asset to an acceptable condition to satisfy the terms of the contracts, taking the current fleet and long term maintenance programs into account.

4.14. Revenue recognition

Flight revenue is recognized upon effective rendering of the transport service. Tickets sold and not flown, corresponding to the advance ticket sales (air traffic liability) are recorded as current liabilities. The tickets expire in one year. The Company recognizes revenue, upon departure of related schedule flight, from tickets fares that are expected to expire unused. The Company estimates the value of future reimbursements and exchanges, net of expired tickets once the flight date has already occurred. These estimates are based on historical data and experience from past events. The estimated future reimbursements and exchanges included in the account of advance ticket sales are compared monthly to reimbursements and exchange activities in order to monitor the reasonableness of the estimated future reimbursements and exchanges.

Other service revenues relate to change fees, excess luggage, cargo transportation, charter and other services, which are recognized when services are provided. Interest income is recognized as described in note 4.2.

4.15. Segment information

IFRS 8 requires that operations are identified by segment based on internal reports used by decision makers in order to allocate funds to segments and assess their performance.

The operation of the Company consists of the provision of air transportation services in Brazil. The Company’s management makes fund allocation in order to improve the performance of the results. The main assets generating revenue of the Company are its aircraft, which are registered in Brazil. The other revenues are basically derived from cargo operations, installment sales, excess luggage, penalties for cancellation of tickets, and all items are directly attributed to air transport services.

Based on how the Company manages its business and the way in which fund allocation decisions are taken, the Company has only one operating segment for financial reporting purposes.

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.16. IFRS pronouncements not yet in force at December 31, 2012

We set out below the standards issued but not yet in force until the date of issuance of the Company’s financial statements. This list of standards and interpretations issued includes those that the Company reasonably expects will impact the disclosures, financial situation or performance upon future application thereof. The Company intends to adopt such standards when they become effective.

IAS 1 Presentation of Items of Other Comprehensive Income—Amendments to IAS 1

The amendments to IAS 1 change the Company of items presented in other comprehensive income (OCI). Items that could be reclassified (or ‘recycled’) to profit or loss at a future point in time (for example, net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) would be presented separately from items that will never be reclassified (for example, actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Company financial position or performance. The amendment becomes effective for annual periods beginning on or after 1 July 2012, and will therefore be applied in the Company first annual report after becoming effective. The amendment will have no impact to the Company.

IAS 19 Employee Benefits (Revised)

The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. The amendment becomes effective for annual periods beginning on or after January 1, 2013. The amendment has no impact on the Company.

IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)

As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The revised standard becomes effective for annual periods beginning on or after January 1, 2013. Upon adoption the amendment will have no impact to the Company.

IAS 32 Offsetting Financial Assets and Financial Liabilities—Amendments to IAS 32

These amendments clarify the meaning of “currently has a legally enforceable right to set-off”. The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. These amendments are not expected to impact the Company financial position or performance and become effective for annual periods beginning on or after January 1, 2014.

IFRS 1 Government Loans—Amendments to IFRS 1

These amendments require first-time adopters to apply the requirements of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, prospectively to government loans existing at the date of transition to IFRS. Entities may choose to apply the requirements of IFRS 9 (or IAS 39, as applicable) and IAS 20 to government loans retrospectively if the information needed to do so had been obtained at the time of initially accounting for that loan. The exception would give first-

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.16. IFRS pronouncements not yet in force at December 31, 2012 (Continued)

time adopters relief from retrospective measurement of government loans with a below-market rate of interest. The amendment is effective for annual periods on or after 1 January 2013. Upon adoption the amendment will have no impact to the Company.

IFRS 7 Disclosures—Offsetting Financial Assets and Financial Liabilities—Amendments to IFRS 7

These amendments require an entity to disclose information about rights to set-off and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognized financial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are set off in accordance with IAS 32. These amendments will not impact the Company financial position or performance and become effective for annual periods beginning on or after January 1, 2013.

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9, as issued, reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard was initially effective for annual periods beginning on or after January 1, 2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to January 1, 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Company financial assets, but will not have an impact on classification and measurements of financial liabilities. The Company will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.

IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also addresses the issues raised in SIC-12 Consolidation—Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgment to determine which entities are controlled and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. Based on the preliminary analyses performed, IFRS 10 is not expected to have any impact on the currently held investments of the Company.

This standard becomes effective for annual periods beginning on or after 1 January 2013.

IFRS 11 Joint Arrangements

IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities—Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.16. IFRS pronouncements not yet in force at December 31, 2012 (Continued)

venture must be accounted for using the equity method. The application of this new standard will not impact the financial position of the Company, since the Company has no investments with joint control. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required, but has no impact on the Company financial position or performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Company is currently assessing the impact that this standard will have on the financial position and performance, but based on the preliminary analyses, no material impact is expected. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

This interpretation applies to waste removal (stripping) costs incurred in surface mining activity, during the production phase of the mine. The interpretation addresses the accounting for the benefit from the stripping activity. The interpretation is effective for annual periods beginning on or after January 1, 2013. The new interpretation will not have an impact on the Company.

4.17. New and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year, except for the following amendments to IFRS effective as of 1 January 2012:

• IAS 12 Income Taxes (Amendment) – Deferred Taxes: Recovery of Underlying Assets

• IFRS 1 First-Time Adoption of International Financial Reporting Standards (Amendment) – Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters IFRS 7 Financial Instruments: Disclosures (Amendments)

• IFRS 7 Financial Instruments: Disclosures – Enhanced Derecognition Disclosure Requirements

The adoption of the standards or interpretations is described below:

IAS 12 Income Taxes (Amendment)—Deferred Taxes: Recovery of Underlying Assets

The amendment clarified the determination of deferred tax on investment property measured at fair value and introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. It includes the requirement that deferred tax on non-depreciable assets that are

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

4. Significant accounting policies (Continued)

4.17. New and amended standards and interpretations (Continued)

measured using the revaluation model in IAS 16 should always be measured on a sale basis. The amendment is effective for annual periods beginning on or after 1 January 2012 and has been no effect on the Company’s financial position, performance or its disclosures. The amendment has no impact on the Company.

IFRS 1 First-Time Adoption of International Financial Reporting Standards (Amendment)—Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters

The IASB provided guidance on how an entity should resume presenting IFRS financial statements when its functional currency ceases to be subject to hyperinflation. The amendment is effective for annual periods beginning on or after 1 July 2011. The amendment had no impact to the Company.

IFRS 7 Financial Instruments: Disclosures—Enhanced Derecognition Disclosure Requirements

The amendment requires additional disclosure about financial assets that have been transferred but not derecognised to enable the user of the Company’s financial statements to understand the relationship with those assets that have not been derecognized and their associated liabilities. In addition, the amendment requires disclosures about the entity’s continuing involvement in derecognized assets to enable the users to evaluate the nature of, and risks associated with, such involvement. The amendment is effective for annual periods beginning on or after 1 July 2011. The Company does not have any assets with these characteristics so there has been no effect on the presentation of its financial statements. The amendment has no impact on the Company.

5. Significant accounting judgments, assumptions and estimates

Judgments

The preparation of financial statements of the Company requires management to make judgments and estimates and adopt assumptions that affect the values of revenue, expenses, assets and liabilities and disclosures of contingent liabilities at the base date of the financial statements. However, uncertainty relating to these assumptions and estimates could lead to amounts that require a significant adjustment to the book value of assets or liabilities affected in future periods.

Lease classification

The Company has entered into operating and finance lease contracts on the aircraft it operates. The Company has assessed finance versus operating leases classification based on the terms and conditions of the arrangements. A finance lease is recognized when significant risk and rewards of the ownership of the aircraft it operates are transferred; otherwise the contract is accounted for as an operating lease.

Estimates and assumptions

The main assumptions concerning the sources of uncertainty in future estimates and other important sources of uncertainty in estimates at the balance sheet date, involving significant risk of causing a significant adjustment in the book value of assets and liabilities in the next financial year are discussed below.

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

5. Significant accounting judgments, assumptions and estimates (Continued)

Breakage

The Company recognizes revenue from tickets fares that are expected to expire unused based on historical data and experience. Estimating expected breakage requires management to make informed judgment, among other things, the extent to which historical experience is an indication of the customer behavior. Annually, or more frequently as the experience data suggests, management reassesses the historical data and makes requirement improvements.

Impairment of non-financial assets

An impairment loss exists when the book value of assets or cash-generating unit exceeds its recoverable amount, which is the higher of fair value less sales costs and value in use. The calculation of fair value less sales costs is based on information available of transaction for sale of similar assets or market price less additional costs for disposing of assets. The calculation of value in use is based on the model of discounted cash flow.

Cash flows are derived from the budget for the next five years and do not include reorganization activities to which the Company has not yet been committed or significant future investments that will improve the basis of assets of the cash-generating unit subject matter of test. The recoverable amount is sensitive to the discount rate used in the method of discounted cash flow and expected future cash receipts and growth rate used for extrapolation.

Allowances for tax, civil and labor risks

The Company and its subsidiaries recognize allowances for civil and labor suits. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, available case laws, most recent court decisions, their relevance in the legal system, or the assessment of independent counsels. Allowances are reviewed and adjusted to take into account changes in circumstances such as the applicable limitation period, findings of tax inspections and additional exposures identified based on new issues or decisions of courts (Note 25).

Fair value of financial instruments

When the fair value of assets and liabilities presented in the balance sheet cannot be obtained in an active market it is determined using assessment techniques, including the method of discounted cash flow. The data for these methods are based on those prevailing in the market, when possible. However, when it is not feasible, a certain level of judgment is required to establish fair value. The judgment includes considerations on the data used, for example, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the fair value presented of the financial instruments.

Provision for return of aircrafts

For operating leases aircraft, the Company is contractually required to return the equipment in a predefined level of operational capability, for this reason it recognizes a provision based on the aircraft return costs as set forth in the agreement.

The aircraft´s return provisions costs are estimated based on expenditures incurred in aircraft reconfiguration (interior and exterior), license and technical certification, painting, and etc., according to return agreement clauses.

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TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

5. Significant accounting judgments, assumptions and estimates (Continued)

The engine’s return provisions are estimated based on evaluation and minimum contractual conditions that the equipment should be returned to the lessor, considering not only the historical costs incurred, but also the equipment conditions at the evaluation moment. In November 30, December 31, 2012, 2011 and January 1, 2010 the amount provisioned is R$ 8,554, R$ 4,533, R$ 1,585 and R$ 563, respectively.

Determination of useful life and significant components of property and equipment

The Company believes that important aircraft parts to be separated are engines and their respective scheduled heavy maintenance. These parts are depreciated in accordance with the useful lives defined in the fleet renovation plan and the maintenance schedule.

6. Restricted cash

As of November 30, 2012, the Company had R$55,885 of restricted cash related to working capital loan guarantees. The Company had to temporarily replace credit card receivables for cash as guarantees for its working capital loan.

7. Short-term investments

Short-term investments are substantially represented by investments in fixed income investment funds and Bank Deposit Certificates (CDB), with yields similar to Interbank Deposit Certificates (CDI). The investments in CDB can be redeemed at any time without loss of the appropriated yield.

At November 30, 2012 the balance recorded in current assets was R$ 25,474 (December 31, 2011—R$ 56,448, December 31, 2010—R$ 62,843, and January 1, 2010 – R$ 5,263).

8. Restricted investments

Restricted financial investments are represented by deposits for loans required by certain financial institutions, which were invested in floating rate CDBs and DI investments. The return on these investments varies from 98% to 106% of CDI. At November 30, 2012 the balance recorded in non-current assets was R$7,041 (December 31, 2011—R$ 49,658, December 31, 2010 – R$24,845, and January 1, 2010 – R$12,880).

9. Trade and other receivables

	November 30, 2012			December 31, 2011			December 31, 2010			January 1, 2010
Credit cards		101,944			98,579			44,309			46,946
Travel agencies		25,645			48,064			16,530			11,165
Other receivables		12,701			10,138			6,392			5,907
Allowance for doubtful receivables		(25,305	)		(23,824	)		(933	)		(721	)
		114,985			132,957			66,298			63,297

Amounts receivable from credit card companies will be received in installments of up to twelve months. Installments receivable in more than 60 days are equivalent to R$33,925 (December 31, 2011—R$29,902,

F-145

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

2010—R$26,586 and January 1, 2010—R$23,473). Average days-sales-outstanding is of 38 days (2011—38 days, 2010—33 days and January 1, 2010—32 days). Generally, interest is charged on sales made in installments of more than seven months.

The Company sells and discounted credits card receivables to banks or credit card management companies, in order to obtain funds for working capital. In 2012, the Company factored accounts receivable from credit cards in the gross amount of R$71,140, and the net amount being R$69,888. Because these receivables are from the credit card companies themselves and so present a low credit risk, we are able to sell these receivables without any recourse to the company in the event of non-payment. For this reason the related accounts receivable is derecognized in full.

The changes of the allowance for doubtful receivables are:

	November 30, 2012			December 31, 2011			December 31, 2010		January 1, 2010
Balance at the beginning of the year		23,824			933			721		584
Increases		7,496			23,087			212		137
Recoveries		(6,015	)		(196	)		—		—
Balance at the end of the year		25,305			23,824			933		721

The total accounts receivable not yet due is R$14,149. Amounts up to 30 days overdue total R$ 6,936. The amounts over 30 days overdue total R$25,305, which have been provided for in full.

10. Inventories

	November 30, 2012			December 31, 2011			December 31, 2010			January 1, 2010
Parts and maintenance materials		45,714			44,309			30,360			28,210
Uniforms		514			282			198			111
Allowance for obsolescence		(5,781	)		(4,971	)		(3,205	)		(3,000	)
		40,447			39,620			27,353			25,321

11. Prepaid expenses

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Insurance premium		2,484		9,431		5,818		5,333
Aircraft and engines advanced leasing cost		27,295		18,466		15,332		12,097
Others		298		2,743		15,122		7,334
		30,077		30,640		36,272		24,764
Non-current:
Aircraft and engines advanced leasing cost		20,439		16,949		14,404		11,631
Current		9,638		13,691		21,868		13,133

F-146

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

11. Prepaid expenses (Continued)

Aircraft and engine lease prepayments relate to the recognition of expenses on a straight line basis over the lease term. We record an asset because we have a number of operating leases where annual payments reduce over the lease term.

12. Related parties

As part of the integration process between Azul and TRIP, on July 20, 2012 the two companies celebrated a codeshare agreement in order to share a certain number of flight routes as well as some of the aircraft in their fleet. This agreement allowed the two companies to offer better services to their customers through optimized routes and schedules.

As of November 30, 2012, all of TRIP’s flights started to be booked through Azul’s platform, and customers who accessed TRIP’s website were redirected to Azul’s website. According to the agreement, cash from bookings on TRIP’s flights is transferred to TRIP when the respective revenue is flown.

In 2012, as a result of the acquisition, the related party Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) started to manage all the billing and flight reservation related to the Company. Accordingly, ALAB received all the cash related to the tickets sold for Company´s flight. The cash collect by ALAB is then transferred to Company. The Company records a liability against ALAB. This liability is released and recognized as passenger revenue once the service is provided. As of November 30, 2012, the Company has received R$102,617 for tickets not flown yet. This balance is registered as non-current liability.

13. Security deposits and maintenance reserves

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Security deposits		34,420		30,185		22,521		5,311
Maintenance reserve		60,519		22,283		20,974		6,515
		94,939		52,468		43,495		11,826

Security deposits and maintenance reserves deposits are held in US dollars and adjusted for foreign exchange differences. The security deposits are to give security on aircraft lease contracts and will be returned to the Company when the aircraft is returned at the end of the lease agreement.

Our master lease agreements provide that we pay maintenance reserves to aircraft lessors to be held as collateral in advance of our performance of major maintenance activities. These lease agreements provide that maintenance reserves are reimbursable to us upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event. Substantially all of these maintenance reserve payments are calculated based on a utilization measure, such as flight hours or cycles, and are used solely to collateralize the lessor for maintenance time run off the aircraft until the completion of the maintenance of the aircraft.

At lease inception and at each balance sheet date, we assess whether the maintenance reserve payments required by the master lease agreements are substantively and contractually related to the maintenance of the leased asset. Maintenance reserve payments that are substantively and contractually related to the maintenance of the leased asset are accounted for as maintenance deposits. Maintenance deposits expected to be recovered from lessors are reflected as prepaid maintenance deposits in the accompanying balance

F-147

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

13. Security deposits and maintenance reserves (Continued)

sheets. We assess recoverability of amounts currently on deposit with a lessor, based on a comparison to the amounts that are expected to be reimbursed at the time of the next maintenance event, and amounts not recoverable are expensed as supplemental rent.

As of November 30, 2012, we had prepaid maintenance deposits of R$ 68,143 (December 31, 2011—R$ 22,283 and 2010—R$ 20,974), on our balance sheets. We have concluded that these prepaid maintenance deposits are probable of recovery primarily due to the rate differential between the maintenance reserve payments and the expected cost for the related next maintenance event that the reserves serve to collateralize.

F-148

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

14. Property and equipment

	Aircraft and engines			Aircraft equipment			Pre delivery payments			Equipment and facilities			Property and equipment in progress			Other			Total
		‘
Total cost		476,502			40,110			22,771			11,788			7,316			6,118			564,605
Accumulated depreciation		(43,684	)		(4,249	)		—			(2,862	)		—			(191	)		(50,986	)
Balances at January 1, 2010		432,818			35,861			22,771			8,926			7,316			5,927			513,619
Acquisitions		127,951			14,209			9,657			4,098			7,831			6,002			169,748
Transfers		26,936			—			(21,053	)					(5,883	)		—			—
Disposals/Written off		—			(1,710	)		—						—			(2,493	)		(4,203	)
Depreciation		(44,941	)		(5,515	)		—			(3,183	)		—			(1,540	)		(55,179	)
Balances at December 31, 2010		542,764			42,845			11,375			9,841			9,264			7,896			623,985
Acquisitions		148,287			45,100			4,209			10,104			—			2,136			209,836
Transfers		16,313			—			(7,049	)		—			(9,264	)		—			—
Disposals/Written-off		(104	)		(6,467	)		—			(2,300	)					(495	)		(9,366	)
Depreciation		(57,771	)		(7,533	)		—			(1,183	)		—			(522	)		(67,009	)
Balances at December 31, 2011		649,489			73,945			8,535			16,462			—			9,015			757,446
Acquisitions		18,482			14,684			6,580			2,650			—			497			42,893
Disposals/Written-off		(9,325	)		(10,053	)		(119	)		—			—			(2,469	)		(21,966	)
Depreciation		(45,610	)		(8,561	)		—			(3,202	)		—			(2,242	)		(59,615	)
Balances at November 30, 2012		613,036			70,015			14,996			15,910			—			4,801			718,758

F-149

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

14. Property and equipment (Continued)

	Aircraft and engines			Aircraft equipment			Pre delivery payments		Equipment and facilities			Property and equipment in progress		Other			Total
2010
Total cost		631,389			52,609			11,375		15,886			9,264		9,627			730,150
Accumulated depreciation		(88,625	)		(9,764	)		—		(6,045	)		—		(1,731	)		(106,165	)
Residual value		542,764			42,845			11,375		9,841			9,264		7,896			623,985
2011
Total cost		795,885			91,242			8,535		23,690			—		11,268			930,620
Accumulated depreciation		(146,396	)		(17,297	)		—		(7,228	)		—		(2,253	)		(173,174	)
Residual value		649,489			73,945			8,535		16,462			—		9,015			757,446
2012
Total cost		805,042			95,873			14,996		26,340			—		9,296			951,547
Accumulated depreciation		(192,006	)		(25,858	)		—		(10,430	)		—		(4,495	)		(232,789	)
Residual value		613,036			70,015			14,996		15,910			—		4,801			718,758
Annual average depreciation rates—%		8 – 33			12			—		12			—		20

F-150

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

14. Property and equipment (Continued)

Balances in “Aircraft and engines” column refer to owned aircraft and aircraft held under finance leases. Aircrafts held under finance leases represent R$245,287 of the total residual value.

15. Intangible assets

	Goodwill (*)		Software			Total
Acquisition cost		54,705		761			55,466
Accumulated amortization		—		(109	)		(109	)
Balances at January 1, 2010		54,705		652			55,357
Acquisition		—		3,757			3,757
Amortization		—		(131	)		(131	)
Balances at December 31, 2010		54,705		4,278			58,983
Acquisition		—		5,919			5,919
Amortization		—		(1,336	)		(1,336	)
Balances at December 31, 2011		54,705		8,861			63,566
Acquisition		—		3,052			3,052
Disposals/Written-off		—		(6,578	)		(6,578	)
Amortization		—		(2,086	)		(2,086	)
Balances at November 30, 2012		54,705		3,249			57,954
		—		20	%		—

(*) The Company acquired the operating business of passenger Total Linhas Aereas S / A. The Company did not acquire such legal entity, but the assets related to passenger operations, represented by: (i) inventory of aeronautical material, (ii) equipment (including aircraft), and (iii) goodwill related to future profitability.

(*) The Company acquired, in separate exercises, operations western and eastern Brazilian passenger Rico Linhas Aereas S.A.

16. Income tax and social contribution

a) Composition of deferred income tax and social contribution not recognized

	November 30, 2012		December 31, 2011		December 31, 2010			January 1, 2010
Income tax loss carry forwards		63,881		23,746		918			3,766
Social contribution tax carryforwards		22,997		8,549		331			1,356
Temporary differences		61,603		30,332		(5,583	)		(7,068	)
Total		148,481		62,627		(4,334	)		(1,946	)

F-151

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

16. Income tax and social contribution (Continued)

a) Composition of deferred income tax and social contribution not recognized (Continued)

At November 30, 2012, the Company did not recognize deferred tax assets amounting to R$148,481 (December 31, 2011—R$62,627, 2010—R$4,334 and January 1, 2010—R$1,946).

b) Income tax and social contribution

	November 30, 2012			December 31, 2011			December 31, 2010
Current tax		—			—			8,853
Deferred tax		—			—			—
		—			—			8,853
Profit / (loss) before income tax and social contribution		(253,005	)		(207,873	)		25,952
Tax calculated at Brazilian tax rates applicable to profits		34	%		34	%		34	%
Taxes calculated at statutory rates		(86,022	)		(70,677	)		8,824
Tax effects of permanent differences:
Non-deductible expenses		166			3,716			2,600
Transitional Tax Regime—RTT		2,276			583			(953	)
Taxes contingencies		2,936			4,970			3,457
Non-deductible expenses in the current year		26,059			30,361			(1,020	)
Tax credits related tax losses of prior years		—			—			(3,873	)
Unrecognized benefits for tax losses		54,585			31,047
Others		—			—			(182	)
Income tax and social contribution charge		—			—			8,853
Effective rate %		0	%		0	%		34	%

17. Loans and financing

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Working capital (i)		385,079		279,290		58,591		18,031
Aircraft financing (ii)		332,973		405,492		260,495		247,478
Finance lease agreements (iii)		281,025		249,539		269,285		169,687
Others		6,030		4,441		4,981		5,853
Total in R$		1,005,107		938,762		593,352		441,049
Current liabilities		318,974		221,216		56,672		45,172
Non-current liabilities		686,133		717,546		536,680		395,877

F-152

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

17. Loans and financing (Continued)

a) The long-term amounts have the following composition, per year of maturity:

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
2011		—		—		—		44,339
2012		—		—		64,463		39,264
2013		—		139,997		63,049		38,590
2014		165,182		138,797		61,847		39,163
2015		143,229		127,509		59,460		37,822
2016		102,039		89,171		53,973		36,870
2017		59,963		58,432		47,629		33,174
After 2017		215,720		163,640		186,259		126,655
		686,133		717,546		536,680		395,877

b) Description of the loans and financings

i. Working capital: The Company had a total balance of R$ 385,079 as working capital loans with some local banks. The maturity dates range from 2013 to 2018 and the loans are amortized on a monthly basis. The monthly payment of interest is computed based on CDI and it ranges from 1.9% to 4.28% per year.

ii. Aircraft financing

• FINIMP: The Company obtained FINIMP loans in dollar and in local currency to finance imported aircraft parts with local banks. As of November 30, 2012, the total balance of these FINIMP loans was R$ 52,804. The maturity dates range from 2013 to 2017. The total cost ranges from 3.74% to 5.90%.

• FINEM:. The Company had an outstanding balance of R$ 135,955 as FINEM lines, a special credit line from BNDES (the Brazilian development bank) and Banco do Brasil. This credit line was fully used to finance the purchase of aircraft and finance investments. The loan term is 180 months, with a maturity date in 2024. This credit line will be amortized on a monthly basis. The monthly payment of interest is computed based on TJLP plus a spread that ranges from 2.71% to 3.21% per year.

• FINAME PSI: The Company had an outstanding balance of R$ 144,214 as FINAME PSI lines, a special credit line from BNDES (the Brazilian development bank). This credit line was fully used to finance the purchase of aircraft. The loan terms range from 96 months to 120 months, with maturity dates ranging from 2016 to 2020. The majority of this credit line will be amortized on a monthly basis. The monthly payment of interest is computed based on TJLP plus a spread that ranges from 4.5% to 7.0% per year.

iii. Finance Lease: The Company had a present value balance of R$ 281,025 as finance leases. The finance leasing was fully used to finance aircraft and simulators. The lease terms range from 60 to 144 months, with maturity dates from 2014 to 2022. Most of these credit lines will be amortized on

F-153

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

17. Loans and financing (Continued)

a monthly basis. The payment of interest is computed based on LIBOR and CDI plus a spread that ranges from 2.35% to 4.28% per year.

c) The following assets were offered to secure the financings:

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Property and equipment (net value) Disposed of		613,036		649,489		542,764		432,818

The Company had a total balance of R$ 385,079 as working capital loans with some local banks. The company had on average 30% of this amount in credit card receivables used as collaterals to secure the fulfillment of these contractual obligations.

The Company had financing agreements with Embraer, ATR and both international and local banks related to acquisition of aircraft and a simulator. In these agreements, there is a statutory lien over the assets, meaning the assets themselves, the aircraft and the simulator, are given as guarantees on the loans.

d) Covenants

The Company has restrictive covenants in some of its financing agreements. On November 30, 2012, TRIP reached all the minimum standards established by all financing agreements except for one, and therefore the Company reclassified the amount of R$ 86,568 from the long term to the short term liability in order to meet the International accounting standards set out in IAS 1—Presentation of Financial Statements.

F-154

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

17. Loans and financing (Continued)

e) Financial leases

Future lease payments are as follows:

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
2010		—		—		—		17,851
2011		—		—		28,882		17,305
2012		—		33,269		28,460		16,449
2013		36,963		33,246		27,841		15,776
2014		35,410		32,464		27,095		16,358
2015		35,679		32,035		26,011		16,229
2016		35,066		31,527		25,758		16,116
2017		30,354		27,480		23,079		13,448
After 2017		107,553		59,518		82,159		40,155
Total minimum lease payments		281,025		249,539		269,285		169,687
Less total interest		50,055		20,841		30,770		30,904
Present value of minimum lease payments		230,970		228,698		238,515		138,783
Less short-term installment portion		24,852		30,516		25,601		14,600
Long-term installment portion		206,118		198,182		212,914		124,183

The Company leases certain property, plant and equipment. Leases of property, plant and equipment where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Assets held under finance leases are capitalized at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

18. Provision for returns of aircraft and engines

The provision for return considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option. The Company registered provision related to the costs estimated to be incurred with the aircraft and engines to be returned in the future, according to the Company fleet plan as follow:

Balance at January 1, 2010	563
Provisions recognized	1,022
Balance at December 31, 2010	1,585
Provisions recognized	2,948
Balance at December 31, 2011	4,533
Provisions recognized	4,021
Balance at November 30, 2012	8,554

F-155

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

19. Shareholders’ equity

19.1. Issued capital

As at December 31, 2009, the fully paid-up and subscribed issued capital was represented by 80,542,264 common shares with no par value.

As at December 31, 2011 and 2010, the fully paid-up and subscribed issued capital was represented by 84,166,666 registered shares with no par value, of which 77,854,166 were common shares and 6,312,500 were preferred shares, as shown below:

	Common		Preferred		Total
Trip Participações Ltda.		56,054,992		—		56,054,992
Sky West Inc.		15,570,833		6,312,500		21,883,333
Rio Novo Locações Ltda		6,228,333		—		6,228,333
Outros		8		—		8
		77,854,166		6,312,500		84,166,666

As at March 4, 2010, the Company received the third capital contribution from SkyWest in the amount of R$17,910, of which R$14,286 was accounted for as goodwill reserve, and began to hold a 20.00% interest.

19.2. Capital reserve

The balance represented by contributions from new shareholders, determined by the difference between the amounts paid and those attributed to each share, is shown below:

	Total contribution		Subscribed		Goodwill
Contribution from Águia Branca Participações on Sep 10, 2006		43,608		8,228		38,308
Contribution from SkyWest on Oct 14, 2008		8,075		4,835		3,240
Contribution from SkyWest on Mar 1, 2009		36,479		8,373		28,106
Contribution from SkyWest on Mar 4, 2010		17,910		3,624		14,286
		106,072		25,060		83,940

As at November 30, 2012, the fully paid-up and subscribed issued capital was owned by Azul S.A.

19.3. Dividends

According to the by-laws of the Company, unless the right is waived by all shareholders, the shareholders are guaranteed a minimum mandatory dividend equal to 0.1% of net income of the parent company after the deduction of legal reserve, contingency reserves, and the adjustment provided for in article 202 of Law No. 6404/76.

Interest paid on equity, a dividend payment which is deductible for income tax purposes, may be deducted from the minimum mandatory dividends to the extent that it has been paid or credited.

Dividends are subject to approval by the Annual Shareholders Meeting.

Until November 30, 2012 no dividends were paid by the Company since it did not post profits.

F-156

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

20. Financial instruments

As of November 30, 2012, December 31, 2011 and 2010, the Company had the following financial instruments:

	Book value
	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Assets:
Cash and cash equivalents		1,667		3,393		1,892		8,684
Restricted cash		55,885		—		—		—
Short-term investments		25,474		56,448		62,843		5,263
Trade and other receivables		114,985		132,957		66,298		63,297
Restricted investments		7,041		49,658		24,845		12,880
Derivative financial instruments		—		12,746		—		—
Liabilities:
Loans and financing		1,005,107		938,762		593,352		441,049
Accounts payable		146,685		86,026		51,118		59,690
Derivative financial instruments		8,220		—		—		—

	Fair value
	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Assets:
Cash and cash equivalents		1,667		3,393		1,892		8,684
Restricted cash		55,885		—		—		—
Short-term investments		25,474		56,448		62,843		5,263
Trade and other receivables		114,985		132,957		66,298		63,297
Restricted financial investments		7,041		49,658		24,845		12,880
Derivative financial instruments		—		12,746		—		—
Liabilities:
Loans and financing		949,943		888,593		539,639		378,506
Accounts payable		146,685		86,026		51,118		59,690
Derivative financial instruments		8,220		—		—		—

The balance of cash and cash equivalent, short-term investments, trade and other receivables and accounts payable are close to their respective book value largely due to the short-term maturity of these instruments.

Derivative financial instruments

	November 30, 2012			December 31, 2011		December 31, 2010		January 1, 2010
Derivatives not designated as hedge
WTI forward contracts		(8,220	)		12,746		—		—

Cash flow hedge

As of November 30, 2012, the Company did not have any derivative instruments designated as cash flow hedge.

F-157

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

20. Financial instruments (Continued)

Fair value hedge

As of November 30, 2012, the Company did not have any derivative instruments designated as fair value hedge.

Derivatives not designated as hedge

The Company has net exposure in fuel price fluctuations and, therefore, entered into WTI forward contracts. These WTI forward contracts are not designated as cash flow hedges, fair value hedges or net investment hedges.

As of November 30, 2012, TRIP held derivative contracts not designated as cash flow hedge to protect itself against fuel price increases. The forward WTI contracts are used to protect the company against volatility in the price of aviation fuel (QAV), which the Company uses on its daily operations.

As of November 30 2012, the Company had a notional WTI amount of US$ 55,302 thousands (December 31, 2011: US$ 99,907 thousands and 2010—none) contracted at prices that ranged from US$ 97.83 to US$ 105.27 per barrel. The fair value of these contracts generated an unrealized loss of R$ 8,220 (December 31, 2011—gain of R$12,746 and 2010—none), which is recorded in current liabilities / assets.

The net movement on cash flow hedge is detailed as follows:

	2012			2011		2010
Fair value adjustment		—			—		—
Proceeds		—			12,746		—
Reversal		(12,746	)		—		—
Net movement on cash flow hedge		(12,746	)		12,746		—

Measurement of the fair value of financial instruments

The Company uses the following hierarchy to determine and disclose the fair value of financial instruments by the assessment technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: others techniques for which all data that have significant effect on the fair value recorded are observable, directly or indirectly

Level 3: techniques that use data that have significant effect on fair value recorded that are not based on observable market data.

	November 30, 2012		Level 1		Level 2		Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments*		—		—		—		—

F-158

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

20. Financial instruments (Continued)

	November 30, 2012			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
WTI forward contracts		(8,220	)		—		(8,220	)		—
	December 31, 2011			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments*		12,746			—		12,746			—
	December 31, 2011			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
WTI forward contracts		—			—		—			—
	December 31, 2010			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments*		—			—		—			—
	December 31, 2010			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
Loans and financing**		—			—		—			—
	January 1, 2010			Level 1		Level 2			Level 3
Assets assessed at fair value
Financial assets at fair value through profit or loss
Short-term investments*		—			—		—			—
	January 1, 2010			Level 1		Level 2			Level 3
Liabilities assessed at fair value
Financial liabilities at fair value through profit or loss
Loans and financing**		—			—		—			—

F-159

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

21. Financial risk management objectives and policies

The main financial liabilities of the Company, other than derivatives, refer to loans, accounts payable and other accounts payable. The main purpose of these financial liabilities is to finance operations as well as to finance the acquisition of aircraft. The Company has trade accounts receivable, demand deposits and other accounts receivable that result directly from their operations. The Company also holds investments available for trading and take out transactions with WTI derivatives.

The Company’s senior management supervises the management of market, credit and liquidity risks. All activities with derivatives for risk management purposes are carried out by experts with skills, experience and appropriate supervision. It is the policy of the Company does not to participate in any trading of derivatives for speculative purposes.

a) Market risk

Market risk is the risk of fluctuation in price of the Company’s assets and liabilities, and the main such risk is related to interest rate, fuel and foreign exchange exposure. Financial instruments affected by the market risk include loans payable and deposits.

Sensitivity analyses were prepared based on the value of net debt, the index of fixed interest rates in relation to variable interest rates of debt and the proportion of financial instruments in foreign currency are all constant values existing as of November 30, 2012.

a.1) Interest rate risk

Interest rate risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in market interest rates. The exposure of the Company to the risk of changes in market interest rates refers primarily to long-term obligations subject to variable interest rates.

The Company manages interest rate risk by monitoring the future projections of rates levied on its loans and financing as well as on its operating lease (not recorded in the balance sheet). As of November 2012, the company did not have any derivative instruments such as swaps to cover interest rates.

Sensitivity to interest rate

The table below shows the sensitivity to a possible change in interest rates, keeping all other variables constant in the Company’s income before taxes (affected by the impact of the loans payable subject to variable rates).

For sensitivity analysis, we adopted:

• LIBOR: weighted average rate of 2.97% p.a.

• CDI: weighted average of 9.14% p.a.

• TJLP: weighted average of 8.69% p.a.

F-160

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

21. Financial risk management objectives and policies (Continued)

We projected the impact on the income statement for 2012 resulting from variation of 25% and 50% on the weighted average rates, as shown below:

	25% p.a.			-25% p.a.		50% p.a.			-50% p.a.
Interest expense		(12,628	)		12,628		(25,256	)		25,256

a.2) Foreign exchange risk

Exchange risk is the risk that the fair value of future results of a financial instrument fluctuates due to changes in exchange rates. The exposure of the Company to risk of changes in exchange rates refers primarily to loans and financing indexed to the U.S. dollar (net of investments in U.S. dollar).

The Company manages foreign exchange risk by monitoring the future projections of rates levied on its loans and financing as well as on its operating lease (not recorded in the balance sheet). As of November 2012, the company did not have any derivative instruments such as NDFs to cover foreign exchange rates.

Obligation not stated on the financial position

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Future changes stemming from operational leasing		1,050,299		771,559		242,314		62,483

Sensitivity to exchange rate

As of November 30, 2012, we adopted as a likely scenario the closing exchange rate of R$ 2.1074/US$. Based on the projected results for the coming year, we determined an increase/decrease in the income statement resulting from the variation of 25% and 50% over the existing rates as shown below:

	25% R$ 2,5544/US$			-25% R$ 1,5326/US$		50% R$ 3,0653/US$			-50% R$ 1,0218/US$
Effect on exchange rate variation		(10,720	)		10,720		(21,440	)		21,440

a.3) Risks related to variations in prices of aircraft fuel

The volatility of aircraft fuel pricing is one of the most significant financial risks for airlines. In November 30, 2012, fuel consumption accounted for about 31% (December 31, 2011—31% and 2010—26%) of the operating costs of the Company. The company manages its risk of price change fuel generation in 2 ways: by contracting derivative financial instruments and through fixed-price contracts directly with BR distributor. On November 30, 2012, the Company had forward contracts (NDFs) for WTI.

F-161

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

21. Financial risk management objectives and policies (Continued)

The Company has an exclusive aircraft fuel supply contract with Petrobras Distribuidora S.A., which defines the conditions of price and payment, consumption level, including other commercial conditions. The contract has trading conditions that the Company understands as a normal purchase agreement, and there are no embedded derivative instruments in it.

Fuel price sensitivity

The table below sets out sensitivity in any change in aircraft fuel prices maintaining all other variables as constant in the Company’s results.

We adopted as a probable scenario the average price per liter of aircraft fuel and projected the impact on the Company’s income statement, stemming from a variation of 25% and 50% in the aircraft fuel price as follows:

	25% p.a.			-25% p.a.		50% p.a.			-50% p.a.
Cost of QAV		(35,289	)		51,633		(78,751	)		95,095

b) Credit risk

Credit risk is inherent in operating and financial activities of the Company, mainly represented under the headings of: trade receivable, cash and cash equivalents, including bank deposits. The credit risk of the “trade receivable” is composed of values payable by the major credit card companies, which have credit risk better or equal to that of the Company and also trade receivable from travel agencies, sales in installments and government, and a small portion is exposed to risk of individuals and other entities. The Company usually assesses the corresponding risks of financial instruments and diversifies the exposure.

The financial instruments are held with counterparties that are rated at least A in the assessment made by S&P and Fitch, or, mostly, are hired in futures and commodities stock exchange, which substantially mitigates the credit risk.

In relation to short-term investments and other investments, the policy of the Company is to work with prime institutions.

c) Liquidity risk

It is the risk of the Company not having sufficient net funds to meet its financial commitments as a result of mismatch of term or volume between expected receipts and payments.

In order to manages the liquidity of the cash in local and foreign currency, assumptions of future receipts and disbursements are set which are daily monitored by the treasury department.

The Company applies its funds in net assets (CDBs and LCAs) and usually the weighted average term of its debt does not exceed the average weighted term of the investment portfolio.

The Company uses for protection of future commitments disclosed in Note 26, derivative financial instruments with prime banks for management of its cash.

F-162

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

21. Financial risk management objectives and policies (Continued)

Capital management

The Company’s assets may be financed through equity or third party capital. If the Company opts for equity capital it may use funds stemming from contributions by shareholders or through selling equity instruments.

The use of third party capital is an option to be considered mainly when the Company believes that the cost of such would be less that the return generated by an acquired asset. It is important to ensure that the Company maintains an optimized capital structure, provides financial solidity while providing viability for its business plan. It is important to stress that as a capital intensive industry with considerable investment in assets with a high aggregated value it is natural for companies in the aviation sector the report a high degree of leverage.

The Company manages capital through leverage ratios, which is net debt divided by total plus net debt. Management seeks to maintain this ratio at levels equal to or lower than the industry levels. Management includes in the net debt the loans and financing with earnings, loan of business partners, suppliers and other payables, less cash and cash equivalents.

The Company’s capital structure is comprised of its net indebtedness defined as total loans and operating lease net of cash and cash equivalents, other short-term investments. Capital is defined as shareholders’ total net equity and net indebtedness.

The company is not subject to any externally imposed capital requirements.

We define total capital as total net equity and net debt as detailed below:

	November 30, 2012			December 31, 2011			December 31, 2010			January 1, 2010
Shareholders’ equity		(313,775	)		(55,648	)		139,479			104,470
Cash and cash equivalents		(1,667	)		(3,393	)		(1,892	)		(8,684	)
Restricted cash		(55,885	)		—			—			—
Short-term investments		(25,474	)		(56,448	)		(62,843	)		(5,263	)
Restricted investments		(7,041	)		(49,658	)		(24,845	)		(12,880	)
Loans and financing		1,005,107			938,762			593,352			441,049
Net debt		915,040			829,263			503,772			414,222
Total capital		590,505			773,615			643,251			518,692

F-163

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

22. Operating revenue

	November 30, 2012			December 31, 2011			December 31, 2010
Passenger revenue		1,297,032			985,438			688,632
Other revenue		167,414			135,615			91,932
Gross revenue		1,464,446			1,121,053			780,564
Taxes levied on
Passenger revenue		(47,342	)		(35,968	)		(25,135	)
Other revenue		(7,075	)		(7,771	)		(3,335	)
Total taxes		(54,417	)		(43,739	)		(28,470	)
Net revenue		1,410,029			1,077,314			752,094

23. Financial result

	November 30, 2012			December 31, 2011			December 31, 2010
Financial income
Interest on short-term investments		3,434			7,233			4,116
Other		810			308			313
		4,244			7,541			4,429
Financial expenses
Interest on loans		(72,130	)		(63,600	)		(36,915	)
Other		(19,662	)		(23,727	)		(20,305	)
		(91,792	)		(87,327	)		(57,220	)
		(87	)		(634	)		—
Derivative financial instruments		(34,206	)		(28,081	)		8,034
Foreign exchange result		(34,293	)		(28,715	)		8,034
		(121,841	)		(108,501	)		(44,757	)

24. Commitments

a) Operating leases

The Company has obligations arising from entering into operating lease agreements of aircrafts and engines, totaling 47 aircraft (December 31, 2011—37 and 2010—22) and 4 engines (December 31, 2011—1 and 2010—2). The debt related to the commitments of leased equipment are not reflected in the balance sheet. The contracts have an average term ranging from 120 to 144 months for Embraer and ATRs. These contracts are adjusted based on variation in the quotation of U.S. dollar plus LIBOR. For these contracts letters of guarantee or deposits as issuance guarantee of the Company were offered.

F-164

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

24. Commitments (Continued)

The future minimum payments of non-cancellable operating leases of aircraft and engines, the total and for each of the following periods, are presented below:

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Up to one year		158,584		113,994		42,210		11,681
From one to five years		525,697		392,831		144,906		40,036
More than five years		366,019		264,734		55,198		10,766
		1,050,300		771,559		242,314		62,483

b) Commitments for future acquisitions of aircraft

The Company has contracts for acquisition of 11 (December 31, 2011—12 and 2010—6), where the following future payments are provided:

	November 30, 2012		December 31, 2011		December 31, 2010		January 1, 2010
Up to one year		141,196		137,398		176,700		148,740
More than one year up to five years		360,365		350,672		178,926		—
		501,561		488,070		355,626		148,740

At November 30, 2012 the Company had 20 options for acquisition of aircraft (December 31, 2011—20 options).

25. Provisions for legal claims

25.1. Probable losses

During the normal course of its business, the Company is exposed to certain contingencies and risks referring to tax, labor and civil proceedings under discussion. On November 30, 2012, the Company had recorded the following amounts as provision to cover probable risks:

	Labor			Civil			Taxes		Total
At January 1, 2010		4,969			697			—		5,666
Provisions recognized		1,005			281			—		1,286
Utilized provisions		(1,513	)		(158	)		—		(1,671	)
At December 31, 2010		4,461			820			—		5,281
Provisions recognized		2,770			5,347			—		8,117
Utilized provisions		(1,316	)		(2,740	)		—		(4,056	)
At December 31, 2011		5,915			3,427			—		9,342
Provisions recognized		2,034			9,123			1,325		12,482
Utilized provisions		(1,329	)		(4,767	)		—		(6,096	)
At November 30, 2012		6,620			7,783			1,325		15,728

F-165

TRIP LINHAS AÉREAS S.A.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOVEMBER 30, 2012, DECEMBER 31, 2011, 2010 AND JANUARY 1, 2010

(In thousands of Brazilian reais, except when otherwise indicated)

25. Provisions for legal claims (Continued)

25.1. Probable losses (Continued)

Labor provision

As of November 30, 2012, the Company was a party to 281 labor lawsuits, the total amount of which being claimed in such lawsuits, when classified with risk of probable loss, is R$6,620. Such amount is fully recognized accounting wise. In addition to accrued amounts, the Company has court deposits amounting to R$437, recorded in the noncurrent assets for such lawsuits.

Civil provision

As of November 30, 2012, the Company was a party to 2,097 civil lawsuits, the total amount of which claimed in such lawsuits, when classified with risk of probable loss, is R$18,343. Such amount is fully recognized accounting wise. Civil legal claims mainly refer to the passengers whose flights were interrupted or not provided, as a result of factors not manageable by the Management. The individual amounts and number of lawsuits are not so relevant, when compared to the volume of passengers transported by the Company.

25.2. Possible losses

The Company has tax, civil and labor lawsuits, involving risk of losses classified by the Management as possible, based on the assessment of its legal counsels, to which there is no provision recorded, as broken down and estimated below:

	Estimates
Taxes		6,480
Labor		332
Civil		3,390

Tax lawsuits

As of November 30, 2012, the Company was a party to 5 tax lawsuits, most of them calling into question the Value-Added Tax on Sales and Services (ICMS) levied on aircrafts acquired through operating leasing.

26. Insurance

The Company seeks support from insurance consultants in the market in order to establish coverage compatible with its size and operations. The coverage, on November 30, 2012, was hired for the following amounts, according to the insurance policies is:

Type	Insured amounts
Fire- property and equipment		137,600
Civil liabilities		1,599,000

F-166

Preferred Shares, including Preferred Shares

in the form of American Depositary Shares

Morgan Stanley

Itaú BBA

Goldman, Sachs & Co.

Santander

Banco do Brasil Securities LLC

Raymond James

Pine

Deutsche Bank Securities

Through and including [—], 2014 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this global offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers

Under Brazilian Law, any provision, whether contained in the bylaws of a company or in any agreement, exempting any officer or director against any liability which by law or otherwise would attach to them in respect of negligence, misfeasance, breach of duty or trust, is void. A company may, however, indemnify an officer or director against any liability incurred by them in defending any proceedings, whether criminal or civil, in which a judgment is given in their favor. We have entered into indemnity agreements with two of our independent directors pursuant to which we agree to indemnify and hold each of them harmless for certain losses arising out of their respective positions as directors excluding any willful misconduct, fraud or severe negligence.

Item 7. Recent Sales of Unregistered Securities

On December 23, 2013, we issued 2,400,388 convertible Class B preferred shares to four investors in a private placement under Section 4(a)(2) of the Securities Act. We raised R$240 million in this issuance. We also issued Warrants to the Private Placement Investors that may be converted into up to [—] additional preferred shares if the final offering price of our preferred shares is lower than the midpoint of the indicative price range in this global offering.

On October 22, 2014, we and TRIP’s Former Shareholders reached an agreement and determined that an indemnification in the total amount of R$40 million in connection with the TRIP Indemnification Adjustment was due by TRIP’s Former Shareholders to us under the TRIP Investment Agreement. As a result, we issued 3,008,801 Class A preferred shares to the Azul Original Shareholders. The number of Class A preferred shares issued as a result of the exercise of the warrant relating to this transaction was calculated by taking into account the losses incurred by us.

Item 8. Exhibits

(a) The following documents are filed as part of this registration statement:

The exhibit index attached hereto is incorporated herein by reference.

(b) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.

Item 9. Undertakings

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,

II-1

the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(4) The Registrant will provide to the Underwriters at the closing specified in the Underwriting Agreement ADSs and Preferred Shares in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

II-2

SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, Brazil, on this 1st day of December, 2014.

Azul S.A.

/s/ David Gary Neeleman

David Gary Neeleman

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Neeleman their attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendment or post-effective amendment to this registration statement on Form F-1, including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act with respect hereto and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities of Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Gary Neeleman David Gary Neeleman	Chief Executive Officer	December 1, 2014
/s/ John Peter Rodgerson John Peter Rodgerson	Chief Financial Officer and Investor Relations Officer	December 1, 2014
/s/ Renê Santiago dos Santos Renê Santiago dos Santos	Chief Accounting Officer	December 1, 2014
/s/ José Mário Caprioli dos Santos José Mário Caprioli dos Santos	Director	December 1, 2014
/s/ Sérgio Eraldo Salles Pinto Sérgio Eraldo Salles Pinto	Director	December 1, 2014
/s/ Carolyn Luther Trabuco Carolyn Luther Trabuco	Director	December 1, 2014
/s/ Henrique de Campos Meirelles Henrique de Campos Meirelles	Director	December 1, 2014
/s/ Gelson Pizzirani Gelson Pizzirani Gelson Pizzirani Gelson Pizzirani	Director	December 1, 2014
/s/ Renan Chieppe Renan Chieppe Renan Chieppe Renan Chieppe	Director	December 1, 2014
/s/ Decio Luiz Chieppe Decio Luiz Chieppe	Director	December 1, 2014
/s/ Pedro Barcellos Janot Marinho Pedro Barcellos Janot Marinho	Director	December 1, 2014
/s/ Michael Lazarus Michael Lazarus	Director	December 1, 2014
/s/ Richard Arthur Richard Arthur, Assistant Secretary of National Corporate Research, Ltd.	Authorized U.S. Representative	December 1, 2014

EXHIBIT INDEX

Exhibit Number	Exhibit
1.1*	Form of Underwriting Agreement
3.1*	By-laws of the Registrant Estatuto Social (English Translation)
4.1*	Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as depositary, and the Holders from time to time of American Depositary Shares issued there under, including the form of American Depositary Receipts
4.2	Third Amended and Restated Shareholders Agreement, dated as of November 20, 2012, among Azul S.A. and the signatories thereunder.
4.3	Class B Shareholders Agreement, dated as of December 23, 2013, between the signatories thereunder and Azul S.A.
4.4	Third Amended and Restated Registration Rights Agreement, dated as of December 23, 2013, between Azul S.A. and the signatories thereunder.
4.5	Form of Shareholders’ Agreement among TRIP Participações S.A., TRIP Investimentos Ltda., and Rio Novo Locações Ltda and David Gary Neeleman.
5.1*	Form of Opinion of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, Brazilian legal counsel of the Registrant, as to the legality of the preferred shares
10.1†	Purchase Agreement COM0041-08, dated as of March 11, 2008, between Embraer—Empresa Brasileira de Aeronáutica S.A. and Canela Investments LLC, including Amendment No. 1, dated as of April 30, 2008, Amendment No. 2, dated as of July 31, 2008, Amendment No. 3, dated as of October 21, 2008, Amendment No. 4, dated as of August 31, 2008, Amendment No. 5, dated as of November 25, 2008, Amendment No. 6, dated as of December 12, 2008, Amendment No. 7, dated as of December 23, 2008, Amendment No. 8, dated as of March 12, 2009, Amendment No. 9, dated as of October 30, 2009, Amendment No. 10, dated as of December 21, 2009, Amendment No. 11, dated as of October 26, 2010, Amendment No. 12, dated as of September 30, 2011, Amendment No. 13, dated as of November 9, 2011, Amendment No. 14, dated as of December 1, 2011, Amendment No. 15, dated as of January 20, 2012, Amendment No. 16, dated as of May 2, 2012, Amendment No. 17, dated as of July 11, 2012, Amendment No. 18, dated as of December 28, 2012, Amendment No. 19, dated as of April 9, 2013, Amendment No. 20, dated as of May 29, 2013, Amendment No. 21, dated as of June 26, 2013, Amendment No. 22, dated as of March 13, 2014, Amendment No. 23, dated as of April 1, 2014, Amendment No. 24, dated as of April 29, 2014, Amendment No. 25, dated as of May 23, 2014 and Amendment No. 26, dated as of July 30, 2014.
10.2†	Sale and Purchase Contract, dated as of December 14, 2010, between Avions de Transport Régional and Canela Investments LLC, including the Amendment No. 1, dated as of December 22, 2011, and Amendment No. 2, dated as of December 4, 2012.
10.3†	Global Maintenance Agreement, dated as of December 24, 2010, between Avions de Transport Régional and Azul Linhas Aéreas Brasileiras S.A., including Amendment No. 1, dated as of May 20, 2011, Amendment No. 2, dated as of July 29, 2011, Amendment No. 3, dated as of October 18, 2011, Amendment No. 4, dated as of March 28, 2012, Amendment No. 5, dated as of August 20, 2013, and Amendment No. 6, dated as of March 14, 2014, and Amendment No. 7, dated as of August 13, 2014.
10.4†	General Terms Agreement No. 1190636254, dated as of September 25, 2008, between GE Engine Services Distribution, LLC and Canela Investments, LLC.
10.5†	General Terms Agreement No. 1364335901, dated as of April 20, 2009 between GE Engine Services Distribution, LLC and TRIP Linhas Aéreas S.A.

Exhibit Number	Exhibit
10.6†	OnPoint Overhaul Engine Services Agreement, dated as of September 25, 2009, between GE Engine Services, Inc., GE CELMA Ltda. and Azul Linhas Aéreas Brasileiras S.A., including Amendment No. 1, dated as of May, 2010, Amendment No. 2, dated as of September 25, 2009, Amendment No. 3, dated as of August 13, 2010, Amendment No. 4, dated as of September 22, 2010, Amendment No. 5, dated as of November 10, 2010, Amendment No. 6, dated as of January 31, 2011, Amendment No. 7, dated as of October 19, 2011, Amendment No. 8, dated as of May 15, 2012, Amendment No. 9, dated as of December 15, 2012, Amendment No. 10, dated as of March 28, 2013, Amendment No. 11, dated as of June 13, 2013, Amendment No. 12, dated as of June 13, 2013 and Amendment No. 13, dated as of September 17, 2013.
10.7†	Agreement for Commercial Purchase and Sale and Other Covenants, dated as of February 1, 2012, between Petrobras Distribuidora S.A. and Azul Linhas Aéreas Brasileiras S.A., including First Addendum, dated as of November 1, 2012.
10.8†	Agreement for Commercial Purchase and Sale and Other Covenants, dated as of September 1, 2011, between Petrobras Distribuidora S.A. and TRIP Linhas Aéreas, including First Addendum, dated as of January 2, 2012.
10.9†	First Amendment to the Investment Agreement between Azul S.A., Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda, dated August 15, 2012 (including the restated version of the Investment Agreement as Exhibit I), the Second Amendment to the Investment Agreement, dated December 27, 2013, and the Third Amendment to the Investment Agreement, dated October 22, 2014.
10.10†	Stock Option Agreement and Other Covenants, dated as of January 11, 2008, among Total Linhas Aéreas S/A, Trip Participações S.A., Rio Novo Locações Ltda., Águia Branca Participações S.A. and Caprioli Participações Ltda., including First Amendment, dated as of April 8, 2009, Second Amendment, dated as of December 22, 2011, Third Amendment, dated as of July 2, 2012, Fourth Amendment, dated as of December 27, 2013, and Fifth Amendment, dated as of April 14, 2014.
10.11†	Memorandum of Understanding (LEAP-1A), dated as of June 11, 2014, between Azul Linhas Aéreas Brasileiras S.A. and CFM International Inc.
21.1	Subsidiaries of the Registrant
23.1	Consent of Ernst & Young Auditores Independentes S.S.
23.2*	Consent of Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados, Brazilian legal counsel of the Registrant
24.1	Powers of Attorney (included on signature page to the Registration Statement)
(et seq.)

(*) To be filed by amendment.

† Portions of the exhibit will be omitted pursuant to the request for confidential treatment.

EX-4.2

Exhibit 4.2

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

dated as of November 20, 2012

among

AZUL S.A.

and

THE SHAREHOLDERS NAMED HEREIN

TABLE OF CONTENTS

		Page
ARTICLE I        DEFINED TERMS; RULES OF CONSTRUCTION		2
Section 1.1	DEFINED TERMS	2
Section 1.2	INDEX OF OTHER DEFINED TERMS	9
Section 1.3	RULES OF CONSTRUCTION	9
ARTICLE II       TRANSFERS OF SHARES		10
Section 2.1	GENERAL; PROHIBITION ON TRANSFERS	10
Section 2.2	RIGHT OF FIRST OFFER FOR THE EXISTING SHAREHOLDERS	11
Section 2.3	CO-SALE RIGHTS BY THE EXISTING SHAREHOLDERS	12
Section 2.4	RIGHT OF FIRST REFUSAL ON TRANSFERS BY MINORITY SHAREHOLDERS	13
Section 2.5	CALL RIGHT FOR EQUITY SECURITIES OF CERTAIN SHAREHOLDERS	14
Section 2.6	DRAG-ALONG RIGHTS OF THE REQUISITE HOLDERS	14
ARTICLE III      ISSUANCES OF SECURITIES; PREEMPTIVE RIGHTS		15
Section 3.1	ISSUANCES OF SECURITIES	15
Section 3.2	PREEMPTIVE RIGHTS	15
ARTICLE IV      LIQUIDATION		15
Section 4.1	DISTRIBUTIONS ON LIQUIDATION	15
Section 4.2	PAYMENT TO INDIRECT OWNERS UPON LIQUIDATION	16
ARTICLE V       PUT RIGHT		17
Section 5.1	PUT RIGHT	17
Section 5.2	PUT VALUE	18
Section 5.3	PAYMENT TO INDIRECT OWNERS UPON EXERCISE OF PUT RIGHT	19
ARTICLE VI      AGREEMENTS OF THE SHAREHOLDERS		19
Section 6.1	BOARD OF DIRECTORS, APPROVAL RIGHTS; OBSERVER RIGHT	19
Section 6.2	MEETINGS	21
Section 6.3	APPROVAL BY THE REQUISITE HOLDERS	22
Section 6.4	APPROVAL BY THE HOLDERS OF COMMON SHARES	23
Section 6.5	APPROVAL BY THE HOLDERS OF FOUNDER PREFERRED SHARES	23
Section 6.6	APPROVAL BY THE BOARD OF DIRECTORS	23
Section 6.7	PARTICIPATION IN CERTAIN HIRING AND FIRING DECISIONS	24
Section 6.8	EQUITY INCENTIVE PLAN	24
Section 6.9	DEATH OF DAVID NEELEMAN	24
Section 6.10	CONFIDENTIALITY	25
Section 6.11	CONFLICT WITH BY-LAWS	26

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ARTICLE VII    COVENANTS OF THE COMPANY		26
Section 7.1	FINANCIAL STATEMENTS	26
Section 7.2	INSPECTION	26
Section 7.3	ANNUAL BUSINESS PLAN	27
Section 7.4	D&O INSURANCE	27
Section 7.5	KEY PERSON INSURANCE	27
Section 7.6	PURPOSE OF SUBSIDIARIES	27
ARTICLE VIII   RECLASSIFICATION; LEGENDS		27
Section 8.1	RECLASSIFICATION	27
Section 8.2	LEGENDS	28
Section 8.3	REGISTERED SHARES REGISTRATION BOOK	28
ARTICLE IX      DURATION; TERMINATION		28
ARTICLE X       EFFECTIVENESS		29
ARTICLE XI      MISCELLANEOUS		29
Section 11.1	NOTICES	29
Section 11.2	ASSIGNMENT	30
Section 11.3	ENTIRE AGREEMENT	30
Section 11.4	MODIFICATIONS, AMENDMENTS AND WAIVERS	30
Section 11.5	COUNTERPARTS	31
Section 11.6	GOVERNING LAW	31
Section 11.7	ARBITRATION	31
Section 11.8	SEVERABILITY	33
Section 11.9	NO PRESUMPTION	33
Section 11.10	NO THIRD PARTY BENEFICIARY	33
Section 11.11	NON-RECOURSE	33
Section 11.12	SPECIFIC PERFORMANCE	34
Section 11.13	BUSINESS DAYS	34
Section 11.14	CURRENCY MATTERS	34
Section 11.15	PORTUGUESE TRANSLATION	34

EXHIBITS

Exhibit A	-	Form of Joinder Agreement
Exhibit B	-	Form of Spousal Consent

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THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

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.

The Founders own Common Shares, Founder Preferred Shares and Investor Preferred Shares and the Original Investors, the Second Round Investors and the Third Round Investors own Investor Preferred Shares.

Immediately prior to the execution and delivery of this Agreement, the Founders and the Investors (the “Existing Shareholders” ) were the only holders of the Equity Securities.

On August 28, 2009, the Company and the Existing Shareholders entered into the Second Amended and Restated Shareholders Agreement, as amended by the First Amendment, dated December 11, 2009, as amended (the “Second Amended and Restated Shareholders Agreement” ).

On May 25, 2012 the Company entered into an Investment Agreement (the “Investment Agreement”) with Trip Linhas Aéreas S.A., a Brazilian corporation (sociedade anônima) (“TRIP”), pursuant to which, among other things, the TRIP Shareholders will upon the issuance to them of Equity Securities pursuant to the Investment Agreement become shareholders of the Company. As set forth in Article X, this Agreement shall only be effective upon the issuance to the TRIP Shareholders of Equity Securities pursuant to the Investment Agreement. At all times prior to the issuance to the TRIP Shareholders of Equity Securities pursuant to the Investment Agreement, the Second Amended and Restated Shareholders Agreement, as it may be amended from time to time, shall be in full force and effect.

The Company, the Existing Shareholders and TRIP Shareholders desire to promote their mutual interests by amending and restating the Second Amended and Restated Shareholders Agreement (with such amendment and restatement to be effective upon the consummation of the closing of the transactions contemplated by the Investment Agreement as contemplated by Article X) in order to, among other things, impose certain limitations on the transfer of the Equity Securities now owned by them and that may be acquired by any Shareholder at any time or from time to time after the date of this Agreement, whether by subscription or grant directly from the Company, by purchase from a third party, or pursuant to the exercise of any option, all upon the terms and conditions set forth below.

The Company and the Shareholders desire to cause each Person who shall from time to time after such date become a holder of the Equity Securities to execute and deliver a Joinder Agreement, thereby becoming a party to this Agreement as a Shareholder.

In consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINED TERMS; RULES OF CONSTRUCTION

Section 1.1 DEFINED TERMS. Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them below:

“ADS” means an American Depositary Share, which shall be evidenced by an American Depositary Receipt.

“Adverse Tax Law Changes” means changes to U.S. or Brazilian tax laws that would result in adverse tax consequences to the Company or any of its Subsidiaries or the relevant LLC in connection with any purchase by the Company of the membership interests of a LLC pursuant to Section 4.2(a) or Section 5.3(a).

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly through one or more intermediaries, of the ownership of more than 50% of the voting stock of a Person, or the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Board” means the Company’s board of directors.

“BR$” means the lawful currency of Brazil.

“Brazilian GAAP” means generally accepted accounting principles in Brazil.

“Business” means operation of an airline (including, without limitation, the provision of air transportation of passengers, cargo and mail, the ownership and leasing of aircraft and other assets relating thereto and the marketing of such airline) and all activities that are in any way in connection therewith or in any way related or incidental thereto.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which banks are authorized or required to be closed in New York, NY, USA, São Paulo, SP, Brazil or Barueri, SP, Brazil.

“By-laws” means the Company’s by-laws, as amended from time to time.

“Common Shares” means the Company’s common shares Class A.

“Corporation Law” means Brazilian Law no. 6,404 of December 15, 1976, as amended from time to time.

“Equity Securities” means: (a) the Common Shares, the Preferred Shares and all other equity securities of the Company that may now or at any time in the future be authorized, issued and outstanding; and (b) all securities that may now or at any time in the future be exercisable or exchangeable for, or convertible into, Common Shares, Preferred Shares or any other equity securities of the Company.

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“Family”, as applied to any individual, means: (a) the Relatives of such individual; and (b) the estate of such individual.

“First Amended and Restated Shareholders Agreement” means the Amended and Restated Shareholders Agreement dated as of September 9, 2008 among the Company and the Persons named therein as “Shareholders.”

“Founder Preferred Shares” means the Company’s preferred shares Class A.

“Founders” means: (a) David Neeleman, Gianfranco Zioni Beting, Regis Da Silva Brito, Gerald B. Lee, Thomas Eugene Kelly, Tom Anderson, Carol Elizabeth Archer, Cindy England, Robert C. Land, Robert Milton, Mark Neeleman, Marlon Ramirez, John Rodgerson, Maximilian Urbahn, Joel Peterson, John Daly, Amir Nasruddin, Jason Ward, Miguel Dau and João Carlos Fernandes; (b) any LLC that is wholly-owned by any of the foregoing individuals; and (c) any Permitted Transferee of any of the foregoing Persons.

“Freely Tradeable Securities” means securities that have been registered under the Securities Act or may be re-sold without restriction under Rule 144 under the Securities Act.

“Governmental Authority” means any United States, Brazilian or other government or political subdivision or quasi-governmental authority thereof, whether on a federal, national, state, provincial, municipal or local level and whether executive, legislative or judicial in nature, including any agency, entity, body, authority, board, bureau, commission, court, tribunal, department, commission or other instrumentality thereof and, if relevant or appropriate, in any other country.

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Independent Director” means a director who (a) other than in connection with his or her service as a director of the Company or his or her ownership of Equity Securities, has no relationship with the Company or TRIP or either of their Affiliates; (b) (i) is not a controlling shareholder of the Company or TRIP or a Relative of the Controlling Shareholder of the Company or TRIP up to the second degree of the director, or (ii) is not and has not been, in the last three years, an employee of any company or entity related to the controlling shareholder of the Company or TRIP (except for persons related to public schools and/or research institutions); (c) has not been, in the last three years, an employee or officer of the Company, TRIP or either of their Affiliates, or an employee or officer of the controlling shareholder of the Company or any entity controlled by the Company or TRIP; (d) is not a supplier or buyer, whether direct or indirect, of the services and/or products of either the Company or TRIP to an extent that is reasonably expected to jeopardize the independence thereof; (e) is not an employee, officer or director of any company or entity that offers or demands services and/or products to/from the Company or TRIP; (f) is not the Relative of any officer or director of the Company or TRIP; and (g) does not receive any other compensation from the Company or TRIP, other than that related to his or her service as a director of the Company and for revenues arising out of Equity Securities owned by such director).

“Investor Preferred Shares” means the Company’s preferred shares Class B.

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“Investors” means the Original Investors, the Second Round Investors and the Third Round Investor, together with their respective Permitted Transferees.

“Joinder Agreement” means the Joinder Agreement attached to this Agreement as Exhibit A.

“Lien” means a lien, pledge, security interest, charge, encumbrance, defect in title, mortgage, deed of trust, right of others, claim, burden, title retention agreement, lease, sublease, license, occupancy agreement (usufruto), easement (servidão), covenant, condition, encroachment (esbulho possessório), voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, or other restrictions, adverse claims or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any contract.

“Liquidation” means a Sale of the Company or the liquidation, dissolution or winding up of the Company, in each case prior to the consummation of a Qualified IPO.

“LLC” means a limited liability company organized under the laws of one of the states of the United States that: (a) was formed solely for the purpose of holding Preferred Shares; (b) has no liabilities or obligations other than under the Transaction Documents to which it is a party and de minimus ongoing expenses related to the existence of such limited liability company (e.g., franchise taxes); and (c) is treated as a partnership or disregarded entity for United States federal, state, and local income tax purposes.

“Mandatory Dividends” means the minimum dividends that are required under Brazilian law to be paid on each class of the Company’s shares (as set forth in the By-laws in an amount equal to the lowest amount of the Company’s annual profits permitted to be paid in order to avoid the statutory payment of higher dividends under Brazilian law).

“Material Subsidiary” means: (a) the Person that holds the airline operating certificate used for the Company to conduct its business; and (b) any other Subsidiary of the Company if the total assets of such Subsidiary exceed 10% of the Company’s consolidated total assets as of the end of the Company’s most recently completed fiscal year; provided, however, that in no event shall a Material Subsidiary have less than US$2,000,000 in assets.

“Minority Shareholder” means any Shareholder other than the Existing Shareholders, the TRIP Shareholders or the Permitted Transferees of the TRIP Shareholders.

“Neeleman Employment Agreement” means the Employment Agreement dated as of March 10, 2008 between David Neeleman and the Company, as amended from time to time.

“New Preferred Shares” means the Company’s preferred shares, Class C, into which the Preferred Shares will convert upon consummation of a Qualified IPO in accordance with the By-laws.

“Original Investors” means the Persons named as “Investors” in the Original Subscription Agreement.

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“Original Shareholders Agreement” means the Shareholders Agreement dated as of March 10, 2008 among the Company and each of the Persons who was then a shareholder of the Company.

“Original Subscription Agreement” means the Subscription Agreement dated as of March 10, 2008 among the Company and the Original Investors.

“Permitted Affiliate Transfer” means: (a) any Transfer by a Shareholder of Equity Securities to any one or more of its Affiliates; provided, however, that, in the case of this clause (a), in the event that the transferor is David Neeleman or an entity controlled by David Neeleman, the transferor retains the sole power to direct the voting and disposition of any Equity Securities transferred to such Affiliate; and (b) in the case of a Transfer from an individual or an entity controlled by an individual, any Transfer to a member of the Family of such individual, or a trust or other entity for the sole benefit of a member of the Family of such individual; provided, however, that, in the case of a Transfer from David Neeleman or an entity controlled by David Neeleman, the transferor retains the sole power to direct the voting and disposition of any Equity Securities transferred to such member of the Family of such transferor, such trust or such other entity.

“Permitted Transfer” means: (a) a Permitted Affiliate Transfer; (b) in the case of David Neeleman or an LLC owned by David Neeleman, the Transfer of: (i) in the aggregate after March 10, 2008, no more than 52,500 Preferred Shares; (ii) in the aggregate after March 10, 2008, no more than 1,925 Founder Preferred Shares and 38,500 Common Shares in the aggregate to one or more officers of the Company; and (iii) in the aggregate after March 10, 2008, no more than 1,300 Founder Preferred Shares and 25,900 Common Shares in the aggregate to up to three other Founders; and (c) any fiduciary Transfer of one Common Share or Preferred Share to an individual designated as a member of the Board by any Shareholder and any Transfer of one Common Share or Preferred Share by such an individual back to such Shareholder or a transferee of such Shareholder.

“Permitted Transferee” means a Person who acquires Equity Securities in a Permitted Transfer.

“Person” shall be construed as broadly as possible and shall include an individual, a partnership (including a limited liability partnership), a corporation (including, without limitation, a sociedade anônima), an association, a fund, a joint stock company, a limited liability company, a trust, a joint venture, a firm, an unincorporated association, a Governmental Authority or any other entity.

“Preferred Shares” means the Founder Preferred Shares and the Investor Preferred Shares.

“Pro Rata Share” of any Shareholder in relation to any one or more other Shareholders (such one or more other Shareholders, the “Reference Shareholders”) means the amount, expressed as a percentage, of the proceeds to which such Shareholder is entitled in a Liquidation relative to the aggregate proceeds to which such Shareholder, together with the Reference Shareholders, are entitled in such Liquidation.

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“PTAX Exchange Rate” means, as of any date, the average of the buy and sell rate for US$ published by the Central Bank of Brazil on the Business Day in Brazil immediately preceding such date through the SISBACEN data system under rate PTAX 800, option 5 – L - Taxas para Contabilidade.

“Put Right” means the right of the Requisite Holders to require the Company to purchase all of the Investor Preferred Shares owned by such Requisite Holders and each of the other Existing Shareholders and TRIP Shareholders (and Permitted Transferees of the TRIP Shareholders) in accordance with Article V.

“Qualified IPO” means a firm commitment underwritten public offering of New Preferred Shares pursuant to a Prospectus of Distribution under Instrução no. 400/03 of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) and article 19 of Federal Law no. 6,385/76, lead-managed by an underwriter of international standing, for listing on the São Paulo stock exchange (BM&FBOVESPA) (with a concurrent offering of ADSs representing shares of New Preferred Shares on the NASDAQ Stock Market or The New York Stock Exchange) at a public offering price of at least US$480 per share resulting in aggregate gross proceeds to the Company and/or selling shareholders in excess of US$150,000,000 (or its equivalent in BR$ at the time of receipt by the Company and/or such selling shareholders).

“Registration Rights Agreement” means the Third Amended and Restated Registration Rights Agreement dated as of the date of this Agreement among the Company and the Persons named therein as “Shareholders.”

“Relative” of an individual means such individual’s children (by birth or adoption), parents, spouse and siblings, as well as the children of such siblings.

“Representative” of a Person shall be construed broadly and shall include such Person’s members, managers, partners, officers, directors, employees, agents, counsel, accountants and other representatives.

“Requisite Holders” means, at any time, the holders of a majority of the Investor Preferred Shares outstanding at such time.

“Sale of the Company” means: (a) a merger, consolidation, amalgamation, acquisition, change of control, reorganization or consolidation of the Company in which the Shareholders and their respective Affiliates immediately prior to such transaction or series of transactions do not own a majority of the voting power of the surviving entity or the right to receive a majority of the proceeds in a Liquidation; (b) a sale of equity interests in the Company or other transaction or series of transactions in which the Shareholders and their respective Affiliates immediately prior to such transaction or series of transactions do not own a majority of the voting power of the surviving entity or the right to receive a majority of the proceeds in a Liquidation; and (c) a sale of all or substantially all of the Company’s assets to one or more Persons that are not direct or indirect wholly owned Subsidiaries of the Company or Shareholders or Affiliates of the Shareholders.

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“Second Round Investors” means, other than with respect to the Founders and the Original Investors, the Persons named as Investors in the Second Subscription Agreement who were not Investors in the Original Shareholders Agreement.

“Second Subscription Agreement” means the Subscription Agreement dated as of September 9, 2008 among the Company and the Persons named therein as “Investors.”

“Securities Act” means the Securities Act of 1933, as amended.

“Share Register” means the Company’s share register (livro de registro de ações nominativas).

“Share Transfer Register” means the Company’s share transfer register (livro de registro de transferência de ações).

“Spousal Consent” means the Spousal Consent attached to this Agreement as Exhibit B.

“Subsidiary” of any Person means an Affiliate controlled by such Person, either directly or through one or more intermediaries.

“Third Party Purchaser” means a Person that is not an Affiliate of the Company, the applicable Initiating Shareholder (in the case of Transfer pursuant to Section 2.3) or the applicable Minority Shareholder (in the case of a Transfer pursuant to Section 2.4) who does not anywhere in the world directly or indirectly engage or participate in, or render services to (whether as owner, operator, member, shareholder, manager, consultant, strategic partner, employee or otherwise), an airline headquartered in Brazil.

“Third Round Investor” means, other than with respect to the Founders, the Original Investors, and the Second Round Investors, the Person named as an Investor in the Third Subscription Agreement who was not an Investor in the Original Shareholders Agreement or the First Amended and Restated Shareholders Agreement.

“Third Subscription Agreement” means the Subscription Agreement dated as of August 28, 2009, among the Company and the Persons named therein as “Investors.”

“Transaction Documents” means this Agreement, the Registration Rights Agreement and the Investment Agreement.

“Transfer” means any direct or indirect sale, assignment, gift, conveyance, transfer or other disposition or any pledge, hypothecation or other encumbrance, either voluntarily or involuntarily, with or without consideration, including but not limited to, fiduciary disposition (“alienação fiduciária”), usufruct (“usufruto”), fidei commissum (“fideicomisso”) or donation (“doação”). For the purposes of this Agreement, it is understood and agreed that the issuance or sale of an ownership interest in a Person who directly or indirectly owns Equity Securities shall (other than in the case of the issuance or sale of interests in an investment fund that indirectly owns Equity Securities that constitute less than 10% of the assets of such investment fund) be deemed an indirect Transfer by such Person of such Equity Securities.

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“Trigger Event” means, prior to the consummation of a Qualified IPO:

(a) with respect to any required redemption of the Investor Preferred Shares pursuant to Article V, the first to occur of: (i) the date that the Company has notified the Investors of the rejection by the Company of the due exercise of the Put Right in accordance with Article V; (ii) the date the Company notifies the holders of the Investor Preferred Shares that the Company is otherwise unable or unwilling to fulfill its obligations upon the due exercise of the Put Right in accordance with Article V, including because of an actual or purported shortfall in funds legally available therefor; (iii) any failure by the Company, during the period following its receipt of a Put Notice, to use its reasonable efforts to fulfill its obligations in connection with the due exercise of the Put Right in accordance with Article V; or (iv) one day after the Put Value is required to be paid to the Investors if the Company fails for any reason to repurchase the outstanding shares of Investor Preferred Shares that were put to the Company;

(b) the failure by the Company to perform or observe Section 3.2, 6.3(j), 7.2, 7.4 or 7.5 of this Agreement that remains uncured for more than 30 days (or, in the case of Section 6.3(j), 90 days) after the Company shall receive written notice of such failure from the Requisite Holders;

(c) the failure by the Company or any of its Subsidiaries to make payments when due (which failure is continued beyond the cure period contained in the documents governing such payments or which has not been waived by the lender) that results in the acceleration of indebtedness for borrowed money which aggregates in excess of US$3,000,000 (or an equivalent amount of BR$ at such time);

(d) the failure of David Neeleman to serve as a senior officer or Chairman of the Board of the Company as a result of a voluntary termination by him or an involuntary termination, other than as a result of his death or Disability (as defined in the Neeleman Employment Agreement); or

(e) the final non-appealable termination of the concession agreement to operate regular air transportation services within six months after the date it shall have been signed by the Company (or a Subsidiary of the Company, as applicable) and the Civil Aviation National Agency (Agência Nacional de Aviação Civil - ANAC) due to the failure by the Company (or a Subsidiary of the Company, as applicable) to begin operations.

“TRIP Shareholders” means TRIP Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda.

“US$” means the lawful currency of the United States of America.

“US GAAP” means generally accepted accounting principles in the United States.

“Voting Failure” means, following the death of David Neeleman, the failure of the Equity Securities owned by David Neeleman that are entitled to vote and the Equity Securities owned by any Person controlled by David Neeleman that are entitled to vote to be voted in accordance with the first sentence of Section 6.9, which such failure is not cured within 90 days after the Requisite Holders shall have given the executor or administrator (as the case may be) of David Neeleman’s estate and the Company written notice of such failure.

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“Weston Presidio” means Weston Presidio V, L.P.

Section 1.2 INDEX OF OTHER DEFINED TERMS. The following terms are defined in the Sections of the Agreement indicated:

Term	Section
Agreed Sworn Translation	11.15(a)
Agreement	Preamble
Company	Preamble
Company Sale Notice	2.6(a)
Confidential Information	6.10
Co-Sale Notice	2.3(a)
Equity Incentive Plan	6.8
Existing Shareholders	Recitals
Fair Market Value	5.2(b)
First Offer Notice	2.2(a)
First Offer Period	2.2(b)
Initiating Shareholder	2.2(a)
Investment Agreement	Recitals
Neeleman Designee	6.1(a)(iv)
Offered Securities	2.2(a)
Other Shareholders	2.2(a)
Party-Appointed Arbitrator	11.7(b)
Put Election Date	5.1(a)
Put Notice	5.1(a)
Put Value	5.2(a)
Reference Shareholders	1.1
ROFR Exercise Notice	2.4(b)
ROFR Exercise Period	2.4(b)
ROFR Securities	2.4(a)
Second Amended and Restated Shareholders Agreement	Recitals
Shareholders	Preamble
Tag-Along Notice	2.3(b)
Third Party Offer	2.4(a)
Tribunal	11.7(b)
TRIP	Recitals

Section 1.3 RULES OF CONSTRUCTION. The term “this Agreement” means this shareholders agreement together with all schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the schedules and exhibits, as the same may from time to

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time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to sections, schedules and exhibits mean the sections of this Agreement and the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1.

ARTICLE II

TRANSFERS OF SHARES

Section 2.1 GENERAL; PROHIBITION ON TRANSFERS.

(a) Prior to the consummation of a Qualified IPO, no Shareholder may Transfer any right, title or interest in any or all of its Equity Securities, except that:

(i) a Shareholder may Transfer all or part of its Equity Securities in a Permitted Transfer;

(ii) after March 10, 2013: (A) any Existing Shareholder may Transfer all or part of its Equity Securities pursuant to Section 2.2 or 2.3; and (B) a Minority Shareholder may Transfer all or part of its Equity Securities pursuant to Section 2.4 or 2.5;

(iii) a Shareholder may Transfer all of its Equity Securities pursuant to Section 2.6;

(iv) a Shareholder may Transfer all or part of its Equity Securities to the Company to the extent such Transfer is not otherwise prohibited pursuant to this Agreement; and

(v) a Shareholder may Transfer all or part of its Equity Securities with the prior written consent of the Requisite Holders, the holders of a majority of the outstanding Common Shares and the holders of a majority of the outstanding Founder Preferred Shares.

(b) Any Transfer of Equity Securities permitted by Section 2.1(a)(i) or 2.1(a)(ii) shall not be effective unless and until the transferee thereof shall sign a Joinder Agreement and, if required by applicable law (as determined by the Company), shall cause one

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or more Spousal Consents to be signed by the individuals requested by the Company; provided, however, that no such Transfer shall release the transferor of its obligations under this Agreement.

(c) Notwithstanding anything in Section 2.1(a) to the contrary, no Shareholder may Transfer any right, title or interest in any or all of its Equity Securities if such Transfer would result in or be reasonably likely to result in a violation of any aspect of the provision of the Brazilian Aviation Code (law no. 7.565/86) that requires a specified percentage of the capital stock of scheduled air service companies to be owned by Brazilian citizens.

Section 2.2 RIGHT OF FIRST OFFER FOR THE EXISTING SHAREHOLDERS.

(a) After March 10, 2013, any Existing Shareholder, TRIP Shareholder or a Permitted Transferee of a TRIP Shareholder (an “Initiating Shareholder”) may Transfer its Equity Securities (the “Offered Securities”) only if such Initiating Shareholder first offers the other Existing Shareholders and the TRIP Shareholders and the Permitted Transferees of the TRIP Shareholders (the “Other Shareholders”) the right to purchase all such Offered Securities pursuant to a written notice (the “First Offer Notice”).

(b) In the event the Other Shareholders do not, individually or collectively, offer to purchase all of the Offered Securities on terms that are acceptable to the Initiating Shareholder within 30 days after the First Offer Notice is given (the “First Offer Period”), then, subject to Section 2.3, the Initiating Shareholder shall have the right, for a period of 90 days after expiration of the First Offer Period, to sell the Offered Securities to a Third Party Purchaser on terms that are more favorable to the Initiating Shareholder than the highest price for which any one or more Other Shareholder(s) shall have offered to purchase all of the Offered Securities from the Initiating Shareholder in writing during First Offer Period; provided, however, that, for the purposes of this clause (b), in the event that the price offered by a Third Party Purchaser is at least 95% of the highest price offered by any Other Shareholder to the Initiating Shareholder during the First Offer Period, then the terms of sale offered to the Initiating Shareholder by such Third Party Purchaser shall not, solely by virtue of the price offered by such Third Party Purchaser, be deemed not to be “more favorable” to the Initiating Shareholder than those offered by any Other Shareholder; provided, further, however, that, in the event that the Other Shareholders shall not have offered in writing to acquire all of the Offered Securities from the Initiating Shareholder during the First Offer Period, the Initiating Shareholder shall, subject to Section 2.3, have the right, for a period of 90 days after expiration of the First Offer Period, to sell the Offered Securities to a Third Party Purchaser on any terms. In any event, the consideration to be paid by such Third Party Purchaser may consist only of cash and Freely Tradeable Securities.

(c) In the event that more than one Other Shareholder shall offer to purchase, collectively, all or more than all of the Offered Securities on terms acceptable to the Initiating Holder, such Other Shareholders shall have the right to purchase the Offered Securities from the Initiating Shareholder in proportion to their respective Pro Rata Shares (or in such other proportion as they shall otherwise agree).

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(d) Notwithstanding anything to the contrary set forth herein, in no event shall any Shareholder, including the Initiating Shareholder, be permitted to make any Transfer of Equity Securities under this Section 2.2 at any time: (i) following the exercise by the holders of Investor Preferred Shares of any remedies hereunder in respect of the occurrence of a Trigger Event, including, without limitation, the exercise by such holders of any rights under Section 2.6 in respect of such Trigger Event; or (ii) during which the Company is engaged in a Qualified IPO process.

Section 2.3 CO-SALE RIGHTS BY THE EXISTING SHAREHOLDERS.

(a) At least 20 days prior to the consummation of any Transfer to a Third Party Purchaser after expiration of the First Offer Period as provided in Section 2.2, the Initiating Shareholder shall deliver a written notice (the “Co-Sale Notice”) to each of the Other Shareholders offering the Other Shareholders the option to participate as sellers in such proposed Transfer. Such Co-Sale Notice shall identify the Third Party Purchaser and specify in reasonable detail the terms and conditions of the Transfer, including the price to be paid.

(b) Each Other Shareholder may, within 20 days of the giving of the Co-Sale Notice, give written notice (a “Tag-Along Notice”) to the Initiating Shareholder stating that such Other Shareholder wishes to participate in such proposed Transfer and specifying the number and type of Equity Securities such Other Shareholder desires to include in such proposed Transfer. Each Other Shareholder shall be entitled to receive its Pro Rata Share of the aggregate consideration paid by the Third Party Purchaser to all of the Other Shareholders participating in such proposed Transfer. In any event, the consideration to be paid by such Third Party Purchaser shall consist only of cash and Freely Tradeable Securities, and to the extent such consideration consists of Freely Tradeable Securities, the fair market value of such consideration shall be the average closing price of such Freely Tradeable Securities on the last three trading days before the consummation of the Transfer to the Third Party Purchaser.

(c) If none of the Other Shareholders gives the Initiating Shareholder a timely Tag-Along Notice with respect to the Transfer proposed in the Co-Sale Notice, the Initiating Shareholder may thereafter Transfer the Equity Securities specified in the Co-Sale Notice on the same terms and conditions set forth in the Co-Sale Notice. If one or more of the Other Shareholders gives the Initiating Shareholder a timely Tag-Along Notice, then the Initiating Shareholder shall use all reasonable efforts to cause the Third Party Purchaser to agree to acquire all Equity Securities identified in all Tag-Along Notices that are timely given to the Initiating Shareholder, upon the same terms and conditions as applicable to the Initiating Shareholder’s Equity Securities (including, without limitation, with respect to price and form of payment). If the Third Party Purchaser is unwilling or unable to acquire all Equity Securities proposed to be included in such sale upon such terms, then the Initiating Shareholder may elect either (i) to cancel such proposed Transfer (including any securities to be sold by the Initiating Shareholder in connection therewith) or (ii) to allocate the maximum number of Equity Securities that the Third Party Purchaser is willing to purchase among the Initiating Shareholder and the Other Shareholders giving timely Tag-Along Notices in proportion to their respective Pro Rata Shares.

(d) Notwithstanding anything to the contrary set forth herein, in no event shall any Shareholder, including the Initiating Shareholder, be permitted to make any Transfer of

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Equity Securities under this Section 2.3 at any time: (i) following the exercise by the holders of Investor Preferred Shares of any remedies hereunder in respect of the occurrence of a Trigger Event, including, without limitation, the exercise by such holders of any rights under Section 2.6 in respect of such Trigger Event; or (ii) during which the Company is engaged in a Qualified IPO process.

Section 2.4 RIGHT OF FIRST REFUSAL ON TRANSFERS BY MINORITY SHAREHOLDERS.

(a) In the event that after March 10, 2013 a Minority Shareholder receives and desires to accept an arm’s length written offer (a “Third Party Offer”) from a Third Party Purchaser to purchase some or all of its Equity Securities for cash (such Equity Securities, the “ROFR Securities”), such Minority Shareholder shall promptly provide a copy thereof to the Company.

(b) The Company shall have the right to purchase from such Minority Shareholder all but not less than all of the ROFR Securities proposed to be sold pursuant to the Third Party Offer on the same terms and conditions as those contained therein (including, without limitation, with respect to price and form of payment). The Company may exercise such option by giving written notice (an “ROFR Exercise Notice”) to such Minority Shareholder within 45 days after receipt of a copy of the Third Party Offer (the “ROFR Exercise Period”).

(c) If the Company shall elect to purchase all of the ROFR Securities proposed to be sold pursuant to the Third Party Offer, the closing of any purchase and sale thereof shall occur at the location specified in the ROFR Exercise Notice on the date and at the time specified therein (or at such other place, date and time mutually agreed upon by the Company and such Minority Shareholder). At the closing of any such purchase and sale, such Minority Shareholder shall Transfer the ROFR Securities to the Company by delivering one or more certificates representing the ROFR Securities or by executing the relevant transfer term (termo de transferência) in the Share Transfer Register in order to perfect such Transfer of the Equity Securities by such Minority Shareholder, in each instance free and clear of all Liens (other than Liens (x) in respect of accrued taxes not yet payable, (y) arising under the Transaction Documents and (z) created under or applicable securities laws), and delivery of such certificates of authority, consents to transfer and other instruments or evidences of good title to the ROFR Securities as may be reasonably requested by the Company.

(d) If the Company shall fail to deliver a ROFR Exercise Notice during the ROFR Exercise (or if, at any time during the ROFR Exercise Period, the Company shall notify such Minority Shareholder that the Company will not deliver a ROFR Exercise Notice during the ROFR Exercise Period), such Minority Shareholder shall be free, for a period of 45 days following expiration of the ROFR Exercise Period (or, if applicable, for 45 days after such Minority Shareholder’s receipt of a notice that the Company will not deliver a ROFR Exercise Notice during the ROFR Exercise Period) to sell the ROFR Securities identified in the Third Party Offer to the Third Party Purchaser on the terms and subject to the conditions set forth therein. Any sale of Equity Securities to a different Person than the Third Party Purchaser identified in the Third Party Offer and any sale of Equity Securities that is not at the same price or is on other terms or subject to other conditions that are different from those described in the Third Party Offer, shall require such Minority Shareholder to deliver a copy of the new terms and conditions of such sale to the Company and will re-commence the provisions of this Section 2.4.

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Section 2.5 CALL RIGHT FOR EQUITY SECURITIES OF CERTAIN SHAREHOLDERS. Subject to Section 6.3(e), the Company shall have the right to purchase Equity Securities from any Shareholder upon termination of such Shareholder’s employment with the Company or any of its Subsidiaries to the extent (if any) set forth in any written agreement between the Company and such Shareholder.

Section 2.6 DRAG-ALONG RIGHTS OF THE REQUISITE HOLDERS.

(a) At any time after the occurrence of a Voting Failure or a Trigger Event, the Requisite Holders shall have the right (but not the obligation) to initiate a Sale of the Company and to require each other Shareholder to participate in a Sale of the Company on the same terms and conditions as the Requisite Holders, except that each Shareholder would be entitled to be paid its Pro Rata Share of the aggregate consideration paid to the Shareholders in such Sale of the Company (it is understood and agreed that the Requisite Holders may exercise such right only if, subject to the proviso to this sentence, they require each other Shareholder to participate in such Sale of the Company and thereby cause the sale of 100% of the equity of the Company); provided, however, that, notwithstanding the foregoing, the Requisite Holders and any such other Shareholder that is an employee or management member of the Company may agree to permit such Shareholder to “rollover” all or a portion of such Shareholder’s Equity Securities into equity interests in the acquiring or surviving Person in such Sale of the Company. The Requisite Holders shall give the Company and each other Shareholder written notice of such determination not less than 45 days prior to the proposed date of the Sale of the Company (a “Company Sale Notice”). To the extent such consideration does not consist solely of cash, the fair market value of such consideration shall be determined in good faith by the Board (it is understood and agreed that, subject to the proviso to the first sentence of this Section 2.6(a), the proportion of cash to non-cash consideration paid to each Shareholder shall be the same).

(b) In any Sale of the Company under this Section 2.6, each Shareholder:

(i) shall, severally and not jointly, make the same representations, warranties and covenants, and provide the same indemnities, regarding the Company and its subsidiaries and their respective assets, liabilities and business as those made by the Requisite Holders;

(ii) shall (mutatis mutandis), severally and not jointly, make the same representations, warranties and covenants, and provide the same indemnities, regarding itself as the representations, warranties and covenants made, and indemnities provided by the Requisite Holders regarding themselves; and

(iii) shall in no event be liable for more than the consideration received by such Shareholder in such Sale of the Company.

(c) In any Sale of the Company under this Section 2.6, the Company and each Shareholder shall take all commercially reasonable action in its power necessary to cause the consummation of such Sale of the Company, including, without limitation, obtaining all consents

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and approvals reasonably necessary, desirable or appropriate for such Shareholder to consummate such Sale of the Company. Without limitation of the foregoing, each Shareholder agrees to vote its Equity Securities in favor of any Sale of the Company under this Section 2.6 in which the Requisite Holders have determined to participate or otherwise effect and waive all appraisal and dissenters’ or similar rights that are applicable to such Sale of the Company.

ARTICLE III

ISSUANCES OF SECURITIES; PREEMPTIVE RIGHTS

Section 3.1 ISSUANCES OF SECURITIES. Prior to the consummation of a Qualified IPO, the Company shall not issue any Equity Securities unless the Person to whom such Equity Securities are issued shall sign a Joinder Agreement or shall already be a Shareholder. Any such Person (other than a Person who is an Existing Shareholder prior to such issuance) to whom such Equity Securities are issued shall be deemed a Minority Shareholder hereunder, and shall have the same rights and obligations provided for the Minority Shareholders herein, unless otherwise agreed to by the Requisite Holders, the holders of a majority of the then outstanding Founder Preferred Shares and the holders of a majority of the then outstanding Common Shares.

Section 3.2 PREEMPTIVE RIGHTS.

(a) The Company shall observe the preemptive rights of Shareholders who own shares of the Company’s capital stock under the Corporation Law. Each such Shareholder shall have a right of oversubscription such that if any other Shareholder does not subscribe for its pro rata portion of any Equity Securities in any issuance, all of the Shareholders who have subscribed for their pro rata portion of such Equity Securities shall, among themselves, have the right to purchase up to the balance of the unsubscribed Equity Securities (sobras) on a pro rata basis (based on the number of Equity Securities held by each such oversubscriber at the time the issuance of such Equity Securities commenced for purposes of the Corporation Law) unless they shall otherwise agree among themselves.

(b) The preemptive rights for subscription of Equity Securities issued by the Company in accordance with the Corporation Law may be assigned by any Existing Shareholder to any Affiliate who is then a Shareholder or who shall sign a Joinder Agreement but cannot be assigned to any other Person that is not a Shareholder or an Affiliate thereof.

ARTICLE IV

LIQUIDATION

Section 4.1 DISTRIBUTIONS ON LIQUIDATION. In the event of a Liquidation prior to the consummation of a Qualified IPO:

(a) first, the holders of Investor Preferred Shares shall be entitled to be paid out of the assets of the Company legally available for distribution (x) an amount equal to US$160 for each Investor Preferred Share held by an Investor or a TRIP Shareholder or any Permitted Transferee of a TRIP Shareholder, or (y) an amount in reais equal to the purchase price or option exercise price, as applicable, paid by such holder to the Company on the date of

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such purchase or exercise in respect of the issuance of such Investor Preferred Share, in the case of an Investor Preferred Share held by a holder other than an Investor, a TRIP Shareholder or a Permitted Transferee of a TRIP Shareholder; provided, however, that in the event the assets of the Company shall be insufficient to make payment in full of such amounts to all holders of Investor Preferred Shares, then such assets shall be distributed among the holders of Investor Preferred Shares at the time outstanding ratably in proportion to the full amounts to which they would otherwise be respectively entitled;

(b) second, the holders of Founder Preferred Shares shall be entitled to be paid out of the assets of the Company legally available for distribution an amount equal to US$310 for each Founder Preferred Share held by each such holder; provided, however, that in the event the assets of the Company shall be insufficient to make payment in full of such amounts to all holders of Founder Preferred Shares, then such assets shall be distributed among the holders of Founder Preferred Shares at the time outstanding ratably in proportion to the full amounts to which they would otherwise be respectively entitled; and

(c) third, all remaining assets of the Company legally available for distribution shall be paid to the holders of Common Shares and Preferred Shares such that the amount paid in respect of each Preferred Share shall equal 24.10 times the amount paid in respect of each Common Share;

provided, however, that in the event of a Liquidation referred to in clauses (a) or (b) of the definition of Sale of the Company, the holders of Common Shares and Preferred Shares shall only be entitled to receive the foregoing to the extent their Common Shares and/or Preferred Shares (as applicable) are actually sold to a third party in such Sale of the Company.

Section 4.2 PAYMENT TO INDIRECT OWNERS UPON LIQUIDATION.

(a) Instead of the obligation to pay an Existing Shareholder amounts due to it upon Liquidation (other than a Sale of the Company) in accordance with Section 4.1, an Existing Shareholder that is an LLC shall, if there are no Adverse Tax Law Changes (including any such changes which would adversely affect a subsequent liquidation of the Investor) between March 10, 2008 and the date such amount is required to be paid in accordance with Section 4.1 and such payment is not otherwise prohibited under Brazilian law, have the right to require the Company to cause such amount (reduced by any liabilities of the Existing Shareholder) to instead be paid to the member(s) of such Existing Shareholder through the purchase of all (but not less than all) of the membership interests of such Existing Shareholder at the same time such amount is required to be paid pursuant to Section 4.1 in any Liquidation that is not a Sale of the Company. Such Existing Shareholder may exercise such right by giving the Company written notice thereof not less than ten Business Days before such payment is required to be made (it is understood and agreed that the Company shall give the applicable Existing Shareholders written notice of the date such payment is required to be made).

(b) The obligation of the Company to cause the purchase of the membership interest in an Existing Shareholder pursuant to Section 4.2(a) shall not be required in the event that at the time such purchase is required to made by the Company such Existing Shareholder has any liabilities or obligations other than under the Transaction Documents to which it is a party

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and de minimis ongoing expenses related to the existence of such LLC (e.g., franchise taxes) and shall be subject to the receipt by the Company of evidence reasonably satisfactory to it that such Existing Shareholder: (i) was formed solely for the purpose of holding Preferred Shares; and (ii) has no liabilities or obligations other than under the Transaction Documents to which it is a party and de minimis ongoing expenses related to the existence of such LLC (e.g., franchise taxes). Additionally, the Company shall only be required to pay for such membership interests against receipt of an instrument in form and substance reasonably satisfactory to the Company evidencing the transfer of good and marketable title to such membership interests to the Company, free and clear of all Liens (other than Liens (x) in respect of accrued taxes not yet payable (but any such taxes shall be paid by the owner of such Existing Shareholder when due an payable) and (y) created under or applicable securities laws) and such certificates of authority, consents to transfer and other instruments or evidences of good title to such membership interests (and evidence that such LLC owns its Investor Preferred Shares free and clear of all such Liens, other than Liens (x) in respect of accrued taxes not yet payable and (y) created under or applicable securities laws) as may be reasonably requested by the Company.

ARTICLE V

PUT RIGHT

Section 5.1 PUT RIGHT.

(a) Except to the extent prohibited by Brazilian law (in which case a Trigger Event under clause (a)(ii) of the definition thereof shall be deemed to have occurred), at any time after March 10, 2013, or, except to the extent prohibited by Brazilian law, at any time following the occurrence of a Trigger Event, the Requisite Holders shall have the right (but not the obligation) to put, and require each of the other Existing Shareholders and TRIP Shareholders (and Permitted Transferee of each TRIP Shareholder) to put, all of their Investor Preferred Shares to the Company (or, at the Company’s option, a wholly-owned Subsidiary of the Company) at the same time as the Requisite Holders; provided, however, that the Requisite Holders shall not have any rights under this Section 5.1 after the consummation of a Qualified IPO. In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, the Requisite Holders shall give the Company and each other Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares written notice of such election (a “Put Notice”) of such requirement not less than 90 days nor more than 120 days prior to the date on which the Investor Preferred Shares are to be put to the Company (such date, the “Put Election Date”).

(b) In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall take, all actions in its power necessary to cause its Investor Preferred Shares to be put to the Company (or, at the Company’s option, a wholly-owned Subsidiary of the Company) on the Put Election Date (or, if later, promptly following the determination of the Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law).

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(c) On the Put Election Date (or, if later, promptly following the determination of the Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law), the Company shall (or, if applicable, shall cause is wholly-owned Subsidiary to) pay to each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares the portion of the Put Value to which such Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) is entitled (determined in accordance with Section 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing the relevant transfer term (termo de transferência) in the Share Transfer Register in order to perfect such Transfer to the Company, in each instance free and clear of all Liens (other than (x) Liens in respect of accrued taxes not yet payable and (y) restrictions on transfer under applicable securities laws), and delivery of such certificates of authority, consents to transfer and other instruments or evidences of good title to such Investor Preferred Shares by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of a TRIP Shareholder, as the case may be) as may be reasonably requested by the Company.

(d) In the event that the Requisite Holders exercise the Put Right in accordance with this Article V, each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall be entitled to receive a portion of the Put Value (expressed as a percentage) determined by dividing the number of Investor Preferred Shares owned by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of such TRIP Shareholder, as the case may be) by the aggregate number of Investor Preferred Shares being repurchased by the Company (or its wholly-owned Subsidiary) in connection with the Put Right.

Section 5.2 PUT VALUE.

(a) “Put Value” means the greater of: (i) the gross proceeds (in United States Dollars) received by the Company for all Investor Preferred Shares issued to the Existing Shareholders and TRIP Shareholders (for purposes of this Section 5.2(a) only, and solely for purposes of calculating the Put Value, the gross proceeds (in United States Dollars) received by the Company for all Investor Preferred Shares issued to the TRIP Shareholders shall be deemed to be the same per share price as that received by the Company for all Investor Preferred Shares issued to the Existing Shareholders), plus any declared and unpaid dividends on such Investor Preferred Shares; and (ii) the Fair Market Value (in US$) of such Investor Preferred Shares.

(b) “Fair Market Value” means the fair market value of the Investor Preferred Shares, as agreed to by the Company and the Requisite Holders, or if such agreement does not occur within 60 days after the Company shall receive the Put Notice, the value determined, without discount for minority, illiquidity or other matters, by the average of the values determined by two internationally recognized investment banks with expertise in aviation (one selected by the Company and one by the Requisite Holders on behalf of the Investors) or, in the event the two values are more than 15% apart, by a third investment bank selected by the first two (which will be required to select one of the valuations determined by the first two investment banks). The Company, on the one hand, and the Investors, on the other hand, would each pay the fees of the investment bank selected by them, and they would split the fees of the third investment bank, if any (each Investor would pay a portion of such fees and expenses equal to the percentage obtained by dividing the number of Investor Preferred Shares owned by such Investor by the aggregate number of Investor Preferred Shares owned by all Investors).

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Section 5.3 PAYMENT TO INDIRECT OWNERS UPON EXERCISE OF PUT RIGHT.

(a) Instead of the obligation to pay an Existing Shareholder the portion of the Put Value to which it is entitled pursuant to Section 5.1(d), an Existing Shareholder that is an LLC shall, if there are no Adverse Tax Law Changes (including any such changes which would adversely affect a subsequent liquidation of the Shareholder) between March 10, 2008 and the date such amount is required to be paid pursuant to Section 5.1(c) and such payment is not otherwise prohibited pursuant to Brazilian law, have the right to require the Company to cause such portion of the Put Value (reduced by any liabilities of the Existing Shareholder) to instead be paid to the member(s) of such Existing Shareholder through the purchase of all (but not less than all) of the membership interests of such Existing Shareholder at the same time such amount is required to be paid pursuant to Section 5.1(c). Such Existing Shareholder may exercise such right by giving the Company written notice thereof not less than ten Business Days before such amount is required to be paid pursuant to Section 5.1(c).

(b) The obligation of the Company to cause the purchase of the membership interest in an Existing Shareholder pursuant to Section 5.3(a) shall not be required in the event that at the time the Put Value is required to be paid by the Company such Existing Shareholder has any liabilities or obligations other than under the Transaction Documents to which it is a party and de minimis ongoing expenses related to the existence of such LLC (e.g., franchise taxes) and shall be subject to the receipt by the Company of evidence reasonably satisfactory to it that such Existing Shareholder: (i) was formed solely for the purpose of holding Preferred Shares; and (ii) has no liabilities or obligations other than under the Transaction Documents to which it is a party and de minimis ongoing expenses related to the existence of such LLC (e.g., franchise taxes). Additionally, the Company shall only be required to pay for such membership interests against receipt of an instrument in form and substance reasonably satisfactory to the Company evidencing the transfer of good and marketable title to such membership interests to the Company, free and clear of all Liens (other than Liens (x) in respect of accrued taxes not yet payable (but any such taxes shall be paid by the owner of such Existing Shareholder when due an payable) and (y) created under or applicable securities laws) and such certificates of authority, consents to transfer and other instruments or evidences of good title to such membership interests (and evidence that such LLC owns its Investor Preferred Shares free and clear of all Liens, other than Liens (x) in respect of accrued taxes not yet payable and (y) created under or applicable securities laws) as may be reasonably requested by the Company.

ARTICLE VI

AGREEMENTS OF THE SHAREHOLDERS

Section 6.1 BOARD OF DIRECTORS, APPROVAL RIGHTS; OBSERVER RIGHT

(a) Each Shareholder hereby covenants and agrees to vote all of its Equity Securities that are entitled to vote to cause:

(i) the Board to consist of the number of directors determined (x) by David Neeleman, or (y) in accordance with Section 6.9 (but in any event no more than ten directors and no less than five directors);

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(ii) the holders of Investor Preferred Shares (other than the TRIP Shareholders and their Permitted Transferees) to designate two directors to the Board (and, in the event permitted by applicable law, each Material Subsidiary of the Company that shall have a board of directors; it being understood and agreed that nothing herein shall require any Subsidiary of the Company to have a board of directors) for so long as they own Equity Securities that entitle them the right to receive, pursuant to Section 4.1, at least 40% of proceeds in a Liquidation and one director for so long as they own Equity Securities that entitle them to receive, pursuant to Section 4.1, at least 20% of the proceeds in a Liquidation (each Investor agrees that (x) in the event that the holders of Investor Shares (other than the TRIP Shareholders and their Permitted Transferees) are entitled to designate two directors pursuant to this clause (ii), then the Investor who, together with its Affiliates, owns the largest number of Investor Preferred Shares (other than the TRIP Shareholders and their Permitted Transferees) and the Investor (other than the TRIP Shareholders and their Permitted Transferees) who, together with its Affiliates, owns the second largest number of Investor Preferred Shares shall each be entitled to designate one of such directors, and (y) in the event that the holders of Investor Shares (other than the TRIP Shareholders and their Permitted Transferees) are entitled to designate only one director pursuant to this clause (ii), then the Investor who, together with its affiliates, owns the largest number of Investor Preferred Shares (other than the TRIP Shareholders and their Permitted Transferees) shall be entitled to designate such director);

(iii) the holders of a majority of the Common Shares owned by the TRIP Shareholders to designate three directors to the Board for so long as they own more than 20% of the Common Shares, two directors for so long as they own at least 10%, and no more than 20%, of the Common Shares and one director for so long as they own at least 5% and less than 10% of the Common Shares; and

(iv) David Neeleman (or, following his death, the three individuals designated in accordance with Section 6.9) to elect the remaining directors to the Board (each, a “Neeleman Designee” ); provided, however, that (x) a majority of the individuals elected by David Neeleman (or the three individuals designated in accordance with Section 6.9) shall be Brazilian citizens to the extent that any applicable Brazilian law or Governmental Authority requires a majority of the Board to consist of Brazilian citizens, and (y) two of the Neeleman Designees shall be Independent Directors.

For the avoidance of doubt, it is understood and agreed that for so long as one or more Shareholders is entitled to designate one or more directors pursuant to clauses (ii), (iii) or (iv) or this Section 6.1(a), the other Shareholders may not remove such director or directors without the prior written consent of the Shareholder(s) entitled to designate such director or directors.

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(b) The holders of Equity Securities entitled to vote shall vote such Equity Securities: (i) to remove any director whose removal is required by the Shareholder with the right to designate such director pursuant to Section 6.1(a); and (ii) for the election of a new director that a Shareholder is entitled to designate pursuant to Section 6.1(a) in order to fill any vacancy created by the removal, resignation or death of such a director. Vacancies on the Board shall be filled promptly (but in any event within 30 days of the date of such vacancy) or immediately before the first action to be taken by the Board after the date such vacancy is created.

(c) For so long as an Affiliate of Weston Presidio is an Investor who owns at least 50% of the Investor Preferred Shares owned by it on the date of this Agreement, Weston Presidio shall have right to send one representative to attend all meetings of the Board solely in a non-voting observer capacity; provided, however, that the Company may exclude any such observer from any meeting or portion thereof when attendance by such observer could adversely affect the attorney-client privilege between the Company and its counsel. The Company will furnish to any such observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors. Any such observer may participate in discussions of matters under consideration by the Board but will not be entitled to vote on any matter presented to the Board; provided, however, that if the Company proposes to take any action by written consent in lieu of a meeting of the Board the form of such written consent shall be forwarded to such observer at the same time as the members of the Board. The foregoing right of such observer shall be conditioned on such observer’s agreement to hold in confidence and trust all information he or she is provided.

(d) For the purposes of this Agreement, the qualifying shares held by a director shall be deemed to be the property of the Shareholder who appointed such director.

(e) The Company shall pay the directors the minimum compensation required by the Brazilian Board of Trade for their service as directors, except for the Independent Directors, who shall be paid in accordance with market practice in Brazil for companies that are similarly situated to the Company.

(f) Any Shareholder with the right to designate a director pursuant to Section 6.1(a) shall cause each director who is not a Brazilian citizen and is so designated by such Shareholder to execute and deliver to the Company an appropriate power of attorney so that service of process can be received on behalf of such director.

Section 6.2 MEETINGS.

(a) The Company shall hold meetings of the Board at least once every quarter.

(b) The Company shall reimburse each director for his or her reasonable and documented out-of-pocket expenses incurred in connection with the attendance of meetings of the Board or the performance of his or her other duties as a director.

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Section 6.3 APPROVAL BY THE REQUISITE HOLDERS. Prior to the consummation of a Qualified IPO, the prior written approval of the Requisite Holders shall be required for the following:

(a) any authorization or issuance of shares of any class of shares of the Company or any Material Subsidiary that is directly or indirectly wholly-owned by the Company or that has a majority of its voting securities directly or indirectly owned by the Company (and, if such Material Subsidiary is governed by a board of directors (or a similar body with a different name), the Company (or a Subsidiary of the Company) either appoints a majority of its directors or has the right to appoint a majority of its directors), but excluding: (i) “qualifying shares” issued to any director; (ii) any shares issued by a Material Subsidiary to the Company or a wholly-owned Subsidiary of the Company; (iii) options to subscribe for 71,480 Investor Preferred Shares that would be reserved for employees (and any Investor Preferred Shares issued upon exercise of such options); and (iv) any shares of preferred shares issued in a Qualified IPO;

(b) any amendment to the organizational or governing documents (including the by-laws (other than any amendment to the By-laws to change the location of the Company’s head office), articles of association and (other than with respect to this Agreement) shareholders agreement, as applicable) of the Company or any Material Subsidiary or any alteration (by merger, consolidation or otherwise) of the terms, rights or preferences of the Investor Preferred Shares;

(c) (i) any Sale of the Company, (ii) any sale of the stock or all or substantially all of the assets of a Material Subsidiary or (iii) any merger, consolidation, acquisition or similar transaction involving the Company or any Material Subsidiary that is not of the type incurred by airlines in the ordinary course, except in each instance referred to in clauses (ii) and (iii) for acquisitions (other than acquisitions of some or all of the equity of any Person or all or substantially all of the assets of any Person) and dispositions of assets or stock of no more than US$15,000,000 in the aggregate per year; provided, however, that the prior written consent of the Requisite Holders required for any acquisition of some or all of the equity of any Person or all or substantially all of the assets of any Person pursuant to this Section 6.3(c) shall, for so long as GIF Mercury LLC or one of its Permitted Transferees is a Shareholder, include the prior written approval of GIF Mercury LLC or one of its Permitted Transferees, as applicable (it is understood and agreed that nothing in this Section 6.3(c) will require the prior written consent of any of Person in connection with the formation by the Company of a direct or indirect Subsidiary and the acquisition of the equity of such a Subsidiary);

(d) a Liquidation (other than a Sale of the Company) or the liquidation or dissolution of any Material Subsidiary;

(e) (i) the declaration or payment of a dividend or distribution on any of the Company’s securities (other than Mandatory Dividends) or (ii) the redemption or the repurchase of any securities of the Company, other than (x) the Preferred Shares pursuant to Section 5.1 and (y) Common Shares and Preferred Shares from employees of the Company upon termination of their employment at cost (or, if at fair market value, for no more than US$1,000,000 per year, in the aggregate for all such redemptions and repurchases);

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(f) (i) any amendment or modification to the Neeleman Employment Agreement or any termination by the Company of David Neeleman’s employment thereunder and (ii) other than under the Neeleman Employment Agreement or any other employment agreement approved by the Board, any transaction or business arrangement with any shareholder or affiliate or family member or any other legal entity in which shareholder of the Company owns any of the outstanding equity unless such transaction is of the type incurred by airlines in the ordinary course and does not exceed US$500,000;

(g) the incurrence or guarantee of any indebtedness for borrowed money (other than any such incurrence or guarantee of indebtedness of the type incurred by airlines in the ordinary course, including for financing of aircraft, aircraft engines, spare parts or facilities) in excess of US$10,000,000;

(h) any change to the maximum or minimum number of directors on the Board, as set forth in Section 6.1(a)(i);

(i) any transaction that would result in a Subsidiary of the Company becoming a Material Subsidiary of the Company if, prior to such transaction, such Subsidiary had taken any action or been involved in any transaction that would have required the prior written approval of the Requisite Holders under this Section 6.3 if such Subsidiary had, at such prior time, been a Material Subsidiary; or

(j) the Company or any of its Subsidiaries to engage in any business other than the Business.

In the event that the Company seeks the prior written approval of the Requisite Holders under this Section 6.3 with respect to any of the matters set forth above, the Company shall give written notice thereof to each of the holders of Investor Preferred Shares. In the event that the Requisite Holders shall provide the Company with any such prior written approval in accordance with this Section 6.3, the Company shall give each Investor prompt written notice of the Company’s receipt of such approval.

Section 6.4 APPROVAL BY THE HOLDERS OF COMMON SHARES. Prior to consummation of a Qualified IPO, the approval of the holders of a majority of the outstanding Common Shares shall be required for any alteration of the terms of the Common Shares.

Section 6.5 APPROVAL BY THE HOLDERS OF FOUNDER PREFERRED SHARES. Prior to consummation of a Qualified IPO, the approval of the holders of a majority of the outstanding Founder Preferred Shares shall be required for any alteration of the terms of the Founder Preferred Shares.

Section 6.6 APPROVAL BY THE BOARD OF DIRECTORS. The approval of the Board (including, prior to the consummation of a Qualified IPO, the affirmative vote of at least one of the director(s) designated by the holders of the Investor Preferred Shares pursuant to Section 6.1(a) above) shall be required to approve the following, unless contained in the business plan approved by the Board as contemplated by Section 7.3:

(a) other than with respect to the incurrence or guarantee of indebtedness that the Company is permitted to incur pursuant to Section 6.3(g), any transaction (or series of related transactions) of the Company or any of its Material Subsidiaries involving payments to or by the Company or such Material Subsidiary in excess of US$10,000,000;

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(b) any employee stock option or other equity plan other than the Equity Incentive Plan or any material amendments or modifications to the Equity Incentive Plan;

(c) the compensation of the chief executive officer, if any, president or chief financial officer in excess of more than US$500,000 per year;

(d) any transaction between the Company and/or any of its Subsidiaries, on the one hand, and any Affiliate of the Company (other than the Company’s Subsidiaries), on the other hand, except for any transaction expressly contemplated by this Agreement (including pursuant to Article II, Article III or Article V); and

(e) management compensation policies and programs applicable to the Company and any of its Subsidiaries.

Section 6.7 PARTICIPATION IN CERTAIN HIRING AND FIRING DECISIONS. Prior to the consummation of a Qualified IPO, the Board will permit one individual designated by each Investor to actively participate in the hiring or decision to fire the Company’s chief executive officer, if any, president or chief financial officer.

Section 6.8 EQUITY INCENTIVE PLAN.

(a) Each Shareholder hereby covenants and agrees to vote all of its Equity Securities that are entitled to vote to approve an option plan (the “Equity Incentive Plan”) providing for the grant to the employees of the Company and its Subsidiaries of options to subscribe for no more than 92,080 Investor Preferred Shares.

(b) Notwithstanding the provisions of Section 6.8(a) above, without the prior written approval of the Requisite Holders: (i) all options granted under the Equity Incentive Plan shall be subject to monthly vesting in equal installments over 4 years subject to acceleration of vesting in the event of a Sale of the Company, and if the Company’s Compensation Committee determines in its sole discretion, in the event of termination of employment without Cause or for Good Reason (as such terms are defined in the applicable Restricted Share Agreement pursuant to which such options were granted); and (ii) the Company shall have a repurchase option on any unvested and vested shares issued pursuant to the Equity Incentive Plan at the greater of cost and fair market value, as determined in good faith by the Board.

Section 6.9 DEATH OF DAVID NEELEMAN. In the event of David Neeleman’s death, all of the Equity Securities owned by David Neeleman that are entitled to vote and all of the Equity Securities owned by any Person controlled by David Neeleman that are entitled to vote shall be voted by majority vote of the following three individuals: (a) an individual who is a member of David Neeleman’s Family (as specified in clauses (a), (b) or (c) in the definition thereof) and is designated by David Neeleman from time to time prior to his death (in the absence of a subsequent designation by David Neeleman, such member of his Family shall be Daniel

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Neeleman); (b) Regis Da Silva Brito or, in the event that such individual cannot at any time serve in such capacity, by an individual identified by David Neeleman (or, after his death, by the individual identified in the preceding clause (a)) and reasonably acceptable to the Requisite Holders; and (c) one individual selected from time to time by the Requisite Holders after David Neeleman’s death. David Neeleman hereby agrees that the certificate of incorporation, bylaws or shareholders agreement (or comparable organizational documents with different names) of any entity controlled by him that owns any Equity Securities shall include a provision that provides for such Equity Securities to be voted in accordance with the immediately preceding sentence following his death.

Section 6.10 CONFIDENTIALITY. From and after the date of this Agreement, each Shareholder shall maintain the confidentiality of, and shall not use for the benefit of itself or others, any confidential information concerning the Company, its Subsidiaries and their respective businesses (the “Confidential Information”), except that a Shareholder may disclose Confidential Information:

(a) to its Affiliates and Representatives (and, in the event that one or more of the Affiliates of an Shareholder is a limited partnership or limited liability company, to the limited partners and members of its Affiliates) but only to those Affiliates, Representatives and (if applicable) limited partners of such Shareholder who have been informed of the obligations of such Shareholder under this Agreement and have agreed to be subject to this Section 6.10 (and such Shareholder shall, in any event, be liable for the breach by any such Affiliate, Representative or limited partner of this Section 6.10);

(b) to the extent required by applicable law, legal process or stock exchange rules or by any Governmental Authority; provided, however, that in the event such Shareholder or any of its Representatives is so required to disclose any Confidential Information: (i) such Shareholder shall, to the extent practicable, give the Company prompt prior written notice of such requirement so that the Company may take any steps it deems appropriate in order to challenge such requirement (and if the Company takes any such steps, such Shareholder will, to the extent practicable and legal, provide such cooperation as the Company shall reasonably request); and (ii) in the event the Company does not take any such steps or is unable to challenge such requirement successfully, such Shareholder or its Representative, as the case may be, may disclose only that portion of the Confidential Information that it is required by applicable law, legal process or stock exchange rules or by any Governmental Authority to be disclosed, and such Shareholder shall use reasonable best efforts to obtain, to the extent practicable, assurance that confidential treatment will be afforded to such Confidential Information;

(c) that is or becomes generally available to such Shareholder on a non-confidential basis from a source that, to the knowledge of such Shareholder after reasonable inquiry, is entitled to disclose it;

(d) that at the time of disclosure is generally available to and known by the public (other than as a result of the breach of this Agreement by such Shareholder);

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(e) in connection with the preservation, exercise and/or enforcement of any of such Shareholder’s rights or remedies under this Agreement and the other Transaction Documents; or

(f) in connection with any contemplated transfer of Equity Securities held by such Shareholder pursuant to Section 2.2 (so long as the recipient of such information agrees pursuant to a written instrument in form and substance reasonably satisfactory to the Company to keep such information confidential on terms substantially similar to those set forth in this Section 6.10).

Section 6.11 CONFLICT WITH BY-LAWS. In the event the provisions of this Agreement shall conflict with, or modify the provisions of the By-laws, then, as among the Shareholders, this Agreement shall control and the Shareholders, to the extent permitted by law, shall take any required action to amend the By-laws in order to remove such conflict.

ARTICLE VII

COVENANTS OF THE COMPANY

Section 7.1 FINANCIAL STATEMENTS.

(a) Within 90 days after the end of each fiscal year (or, if later, promptly after the Company’s financial statements are required to be approved under Brazilian law), the Company shall furnish to each Existing Shareholder the Company’s audited consolidated balance sheet as of the end of such year, together with the Company’s audited consolidated statements of operations, shareholders’ equity and cash flows for such year (such financial statements shall be audited by an outside independent accounting firm of recognized national standing in Brazil).

(b) Within 45 days after the end of each fiscal quarter, the Company shall furnish to each Existing Shareholder the Company’s unaudited consolidated balance sheet as of the end of such period, together with the Company’s unaudited consolidated statements of operations and cash flows for such period.

(c) Within 30 days after the end of each calendar month, the Company shall furnish to each Investor and each other Existing Shareholder that requests such information the Company’s unaudited consolidated balance sheet as of the end of such period, together with the Company’s consolidated statements of operations and cash flows for such period.

(d) The accounting, auditing and preparation of the Company’s financial statements and other corporate documents shall observe both the Brazilian GAAP and the US GAAP and all audit reports of the Company shall be made in accordance with Brazilian GAAP and US GAAP.

Section 7.2 INSPECTION. The Company shall, upon reasonable prior notice, permit authorized representatives of each Existing Shareholder to visit and inspect any of the properties of the Company including its books of account (and to make copies thereof and take extracts therefrom), and to discuss the affairs, finances and accounts of the Company with its officers,

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administrative employees and independent auditors, all as often as may be reasonably requested but only during normal business hours and without interfering with the performance of the Company’s regular activities.

Section 7.3 ANNUAL BUSINESS PLAN. The officers of the Company shall prepare annually (prior to the commencement of each fiscal year of the Company) a written business plan for the Company, which business plan shall include as attachments line-item operating and capital expenditure budgets for the coming fiscal year, and target ranges for compensation of executive officers. Such business plan shall be submitted to the Board for approval at least thirty 30 days prior to the commencement of such fiscal year.

Section 7.4 D&O INSURANCE. The Company shall purchase, within a reasonable period following the execution of this Agreement, and maintain for such periods as the Board shall in good faith determine (provided, that, such insurance must be maintained at least for so long as any director designated pursuant to Section 6.1(a)(ii) is a member of the Board), at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions.

Section 7.5 KEY PERSON INSURANCE. The Company shall purchase, within a reasonable period following the execution of this Agreement, a key person life insurance policy on David Neeleman in the amount of US$5,000,000 and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board, including the directors designated by the holders of Investor Preferred Shares, determines that such insurance should be discontinued. The key person policy shall name the Company as loss payee, and the policy shall not be cancelable by the Company without prior approval of the Board, including the directors designated by the holders of Investor Preferred Shares.

Section 7.6 PURPOSE OF SUBSIDIARIES. The Company shall, within a reasonable period following its acquisition or formation of any additional Subsidiaries, cause the by-laws (or other organizational document with a different name) of both of such Subsidiaries to include a limitation in their by-laws (or other organizational document with a different name) on their authority to conduct business that is no broader than the “corporate purpose” contained in Article IV of the By-laws.

ARTICLE VIII

RECLASSIFICATION; LEGENDS

Section 8.1 RECLASSIFICATION. In the event that any Equity Securities should, as a result of a stock split or stock dividend or combination of shares or any other change or exchange for other securities by reclassification, reorganization, redesignation, merger, consolidation, recapitalization, split-up, spinoff, partial or complete liquidation, sale of assets, distribution to

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shareholders, combination of shares or otherwise, be increased or decreased or changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company or of another corporation or other entity: (a) the number of Equity Securities held by the Shareholders shall be appropriately and proportionately adjusted to reflect such action and the terms and provisions of this Agreement shall apply to all of the capital stock of any class of the Company now owned or that may be issued hereafter to the Shareholders in consequence of any event; and (b) each reference in this Agreement to a specific number of Equity Securities or an amount per Equity Security in United States Dollars (or some other currency) shall be appropriately and proportionately adjusted to reflect such action.

Section 8.2 LEGENDS. So long as any Equity Securities are subject to the provisions of this Agreement, the records in the Share Register and any certificates representing any such Equity Securities shall bear legends in substantially the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. ANY TRANSFER PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH TRANSFER.

THESE SHARES ARE SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF AUGUST 28, 2009 AMONG THE ISSUER HEREOF AND CERTAIN OTHER PERSONS, A TRUE AND CORRECT COPY OF WHICH, AS IT MAY BE IN EFFECT FROM TIME TO TIME, IS ON FILE AT THE ISSUER’S HEADQUARTERS. UPON WRITTEN REQUEST TO THE ISSUER, A COPY THEREOF WILL BE MAILED OR OTHERWISE PROVIDED WITHOUT CHARGE.

Section 8.3 REGISTERED SHARES REGISTRATION BOOK. This Agreement, as amended from time to time, shall be filed, under the terms and for the purposes of article 118 of the Corporation Law, at the headquarters of the Company, and any restrictions on the transfer of Equity Securities and on the voting rights relating thereto shall be recorded in the Share Register and in the share certificates representing the Equity Securities, if issued.

ARTICLE IX

DURATION; TERMINATION

The provisions of this Agreement shall terminate upon the first to occur of: (a) a Liquidation; (b) the approval of such termination by (i) the Company and (ii) the Requisite Holders, the holders of a majority of the outstanding Founder Preferred Shares and the

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holders of a majority of the Common Shares; (c) the consummation of a Sale of the Company; (d) the consummation of a Qualified IPO; and (e) March 10, 2028; provided, however, that in the event of a termination of this Agreement pursuant to this clause (e) (but not pursuant to any other provision of this Article IX), the terms and provisions of Section 4.1 (Distributions on Liquidation) shall remain in full force and effect.

ARTICLE X

EFFECTIVENESS

Section 10.1 Effectiveness. This Agreement shall only be effective upon the issuance to the TRIP Shareholders of Equity Securities pursuant to the Investment Agreement. At all times prior to the consummation of such issuance thereunder, the Second Amended and Restated Shareholders Agreement, as it may be amended from time to time, shall be in full force and effect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 NOTICES. All notices or other communications required or permitted hereunder shall be given in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, facsimile or e-mail (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address, facsimile number or e-mail address set forth below or such other address, facsimile number or e-mail address as such party may hereafter specify by notice to the other parties hereto given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile (or, if delivered or transmitted after normal business hours, on the next Business Day) or e-mail or like transmission, on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail:

If to the Company, to:

Azul S.A.

Alameda Surubiju, nº 2.010 e 2.050, Bloco A, Alphaville,

Centro Industrial e Empresarial

Barueri 06455-040 SP

Brazil

Fax No.: (55 11) 4134-9890

E-mail Address: renato.covelo@voeazul.com.br

Attention: Renato Covelo

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with a copy to:

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

Fax No.: (212) 422-4726

E-mail Address: lefkowit@hugheshubbard.com

Attention: Kenneth A. Lefkowitz

If to an Investor, to its address on a signature page hereto.

Section 11.2 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any individual), successors and permitted assigns; provided, however, that no Shareholder may assign this Agreement or any of its rights, interests or obligations hereunder, except as expressly permitted herein and that David Neeleman may assign his right to elect directors pursuant to Section 6.1(a)(iv). Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

Section 11.3 ENTIRE AGREEMENT. This Agreement and the other Transaction Documents (including the Schedules and Exhibits hereto and thereto) embodies the entire agreement and understanding of the parties and their respective Affiliates with respect to the transactions contemplated hereby and merges in, supersedes and cancels all prior written or oral commitments, arrangements or understandings with respect thereto, including the Term Sheet dated February 1, 2008, the Original Shareholders Agreement, the First Amended and Restated Shareholders Agreement, (subject to Article X) the Second Amended and Restated Shareholders Agreement, the Memorandum of Understanding, dated May 18, 2012, among the Company, Azul Linhas Aéreas Brasileiras S.A., TRIP and the TRIP Shareholders. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth in this Agreement and the other Transaction Documents.

Section 11.4 MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement may not be modified or amended except by an instrument or instruments in writing that expressly states that it is modifying or amending this Agreement and that is signed by the Company, the Requisite Holders, the holders of a majority of the then outstanding Founder Preferred Shares and the holders of a majority of the then outstanding Common Shares; provided, however, that any such modification or amendment shall not be effective against a holder of Investor Preferred Shares, Founder Preferred Shares or Common Shares (as the case may be) without such holder’s prior written consent with respect to any modification or amendment to this Agreement that would have the effect of treating such holder disproportionately adverse in relation to other holders of Investor Preferred Shares, Founder Preferred Shares or Common Shares (as the case may be). Any party hereto may (or the Requisite Holders, the holders of a majority of the then-outstanding Founder Preferred Shares and the holders of a majority of the then-outstanding Common Shares on behalf of any Shareholder may), only by an instrument in writing that expressly states that it is waiving compliance with this Agreement, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or

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parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 11.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.5, provided that receipt of copies of such counterparts is confirmed. This Agreement shall be effective when signed by the Persons required to effect an amendment to the Second Amended and Restated Shareholders Agreement pursuant to Section 11.4 thereof.

Section 11.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BRAZIL WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD DEFER TO THE LAW OF ANOTHER JURISDICTION.

Section 11.7 Arbitration.

(a) Except as set forth in Section 11.7(l) and (m), each Shareholder and the Company agree that all disputes between or among any of them or any of their respective Affiliates arising out of or in connection with this Agreement, or any further agreements resulting herefrom, will be finally resolved exclusively by arbitration under the Rules of Arbitration of the International Chamber of Commerce as modified (if at all) by the provisions herein. All disputes concerning or relating to arbitrability of a dispute under this Agreement or the jurisdiction of the arbitrators shall be resolved in the first instance by the arbitrators.

(b) The arbitration shall be conducted by a panel of three arbitrators (the “Tribunal”). Each party to the arbitration shall select a single arbitrator (each, a “Party-Appointed Arbitrator”). The claimant will select its Party-Appointed Arbitrator in its request for arbitration and the respondent will select its Party-Appointed Arbitrator in its answer. The Party-Appointed Arbitrators will attempt to agree on a chairman. If, within 30 days after the confirmation of the last Party-Appointed Arbitrator, they have not agreed on a chairman, then the chairman will be appointed by the International Court of Arbitration of the International Chamber of Commerce. If any party to the arbitration shall fail to select its Party-Appointed Arbitrator as provided above, the International Court of Arbitration of the International Chamber of Commerce will appoint such Party-Appointed Arbitrator. All three arbitrators will be neutral and independent of the parties to the Arbitration and their respective Affiliates. There shall be no ex-parte communications with the arbitrators after the first organizational meeting.

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(c) In the event a dispute involves more than two parties, the parties shall attempt to align themselves into two sides (i.e., claimant and respondent), and each side shall appoint one of the Party-Appointed Arbitrators as if there were only two parties to the dispute. If such alignment and appointment shall not have taken place within 30 days after submission of the answer, the International Chamber of Commerce shall appoint all three arbitrators.

(d) Prior to commencing arbitration, a party shall deliver notice of the applicable dispute to the other parties and the parties shall meet and discuss possible resolution of such dispute. Within 30 days of delivery of notice of a dispute, representatives of the parties to the arbitration shall meet and attempt to negotiate a resolution. Any dispute remaining after notice and the expiration of such 30-day period will be finally resolved in the manner set forth in Section 11.7(a).

(e) The confidentiality of all proceedings shall be strictly maintained, as shall the confidentiality of any documents, deposition testimony or other information exchanged in connection with the arbitral proceedings (except if disclosure of such proceedings and information may be required by application laws, rules or regulations, including, but not limited to, in any judicial proceeding brought to enforce these arbitration provisions or any award rendered hereunder).

(f) The arbitrators are authorized to consolidate multiple disputes between the parties to this Agreement where efficient and appropriate.

(g) The arbitral proceedings and all documents delivered to or by the arbitrators shall be conducted in English.

(h) The place of arbitration shall be New York, New York.

(i) The Tribunal shall render findings of fact and conclusions of law and a written award setting forth the basis and reasons for any decision rendered. The decision of the Tribunal will be final and may not be appealed.

(j) The costs and expenses of the arbitration shall be borne equally by the parties to the arbitration. In addition, the parties hereby acknowledge and confirm that each party shall bear all of its own costs in connection with all disputes arising in connection with this Agreement and the transactions contemplated hereby and all further agreements resulting herefrom, and which are being settled by the International Chamber of Commerce, in its entirety, irrespective of the outcome of the arbitral proceedings.

(k) The Tribunal will not act as amiables compositeurs or ex aequo et bono.

(l) No party to this Agreement shall be precluded from applying for specific performance or injunctive relief (including, without limitation, a temporary restraining order) hereunder before any court or court of competent jurisdiction instead of the arbitration provisions of this Section 11.7.

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(m) Judgment on the arbitral award may be entered by any court or courts of competent jurisdiction including, but not limited to, any court that has jurisdiction over any of the parties or any of their assets.

(n) To the extent it has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, or its property, the Company and each Shareholder, on behalf of itself and its Affiliates, hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement.

(o) No party to this Agreement is permitted to bring an arbitration on a class action basis.

Section 11.8 SEVERABILITY. To the fullest extent that they may effectively do so under applicable law, the parties hereto hereby waive any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. Such parties further agree that any provision of this Agreement which, notwithstanding the preceding sentence, is rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (a) if such provision is rendered or held invalid, illegal or unenforceable in such jurisdiction only as to a particular Person or Persons or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons or under such particular circumstance or circumstances, as the case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective only as to such jurisdiction and only to the extent of such invalidity, illegality or unenforceability, and such invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or unenforceable such provision in any other jurisdiction; and (c) without limitation of clause (a) or (b), such ineffectiveness shall not render invalid, illegal or unenforceable this Agreement or any of the remaining provisions hereof.

Section 11.9 NO PRESUMPTION. With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

Section 11.10 NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.11 NON-RECOURSE. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, consultant, representative or principal of the Company or any Affiliate of the Company shall have any liability for any liabilities of Company under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby.

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Section 11.12 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges that the others would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements set forth in this Agreement were not performed in accordance with its terms and therefore, each of the parties agrees that the others shall be entitled to specific performance and injunctive relief (including, without limitation, a temporary restraining order) in accordance with Section 11.7(l) and other equitable relief that may be awarded by the Tribunal in addition to any other remedy to which it may be entitled hereunder (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond).

Section 11.13 BUSINESS DAYS. If any date provided for in this Agreement shall fall on a day that is not a Business Day, the date provided for shall be deemed to refer to the next Business Day.

Section 11.14 CURRENCY MATTERS. Except as otherwise expressly provided herein, all BR$ amounts to be translated to US$ under this Agreement, and all US$ amounts to be translated to BR$ under this Agreement, as of any date, shall be translated at the PTAX Exchange Rate.

Section 11.15 PORTUGUESE TRANSLATION.

(a) This Agreement has been negotiated and executed in the English language. To prevent the possibility of having different and, eventually, conflicting translations of this Agreement into Portuguese, the parties to this Agreement unconditionally and irrevocably agree that only one translation of this Agreement (the “Agreed Sworn Translation”) shall be prepared, exist and be used by the parties for any purposes or in any situation in which the submission of a translation of this Agreement into Portuguese language is required under Brazilian law, including, without limitation, for the (i) filling of this Agreement in the Company’s headquarters, (ii) presentation or filing, if required, of this Agreement with any Governmental Authority in Brazil, such as ANAC, CADE or any Brazilian court having jurisdiction, as provided pursuant to the terms hereof.

(b) The parties to this Agreement hereby irrevocably agree that the Agreed Sworn Translation shall be prepared by Mr. Manoel Reverendo Vidal Neto. Any of the parties to this Agreement shall have the right to, upon presentation of a manifest error, disagree with the contents of the Agreed Sworn Translation prepared by Mr. Manoel Reverendo Vidal Neto, within five Business Days after receipt thereof. In this event, if the Agreed Sworn Translation is not corrected within five Business Days thereafter, any party to this Agreement shall have the right to request that a second, final and binding sworn translation into Portuguese of this Agreement is prepared by Mr. Antônio Ernesto Pasqualin and that the translation prepared by Mr. Manoel Reverendo Vidal Neto is destroyed and disregarded for all purposes. The Portuguese sworn translation prepared by Mr. Antônio Ernesto Pasqualin shall immediately, without the necessity of any act by any of the parties hereto, become the Agreed Sworn Translation and be final and binding upon the parties.

(c) The absence of an objection by any of the parties to this Agreement with respect to the contents of Mr. Manoel Reverendo Vidal Neto’s translation within such five Business Days shall be considered as an irrevocable approval thereof.

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(d) The parties to this Agreement further agree that until such date when the Agreed Sworn Translation is available, no other translation of this Agreement into Portuguese shall be used by the parties, for any reason, provided, however, that the provisions of this Section 11.15 shall not prevent any party from obtaining another sworn translation to enforce any of its rights under this Agreement in the event of a default by any other party hereto. In such case, the parties shall substitute such translation for the Agreed Sworn Translation as soon as it is available.

[The next page is the signature page]

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The parties have executed and delivered this Shareholders Agreement as of the date first written above.

AZUL S.A.
By:	/s/ David Neeleman
	Name:	David Neeleman
	Title:

[Shareholder signature pages begin on the next page]

S-1

WP – NEW AIR, LLC
By:	/s/ Therese Mrozek
	Name: Therese Mrozek
	Title: Authorized Signatory
Address:
c/o Weston Presidio
One Ferry Building, Suite 350
San Francisco, CA 94111-4226
Fax No.: (415) 398-0770
E-mail Address: tmrozek@westonpresidio.com
Attention: Therese Mrozek

[Shareholder Signature Page to Shareholders Agreement]

S-2

AZUL HOLDCO LLC
By:	/s/ Aryeh Davis
	Name: Aryeh Davis
	Title: Authorized Signature
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.:
E-mail Address: aryeh@pequotcap.com
Attention: Aryeh Davis

[Shareholder Signature Page to Shareholders Agreement]

S-3

MARACATU, LLC
By:	/s/ Daniel S. Peterson
	Name:	Daniel S. Peterson
	Title:	President
Address:
2825 East Cottonwood Parkway, Suite 400
Salt Lake City, UT 84121
Fax No.: (801) 365-0181
E-mail Address: dan@petersonpartnerslp.com
Attention: Daniel Peterson

[Shareholder Signature Page to Shareholders Agreement]

S-4

GIF MERCURY LLC

By:	/s/ Paolo Picchioni Minark		/s/ Frederico S Q Pascowitch
	Name:	Paolo Picchioni Minark	Frederico S Q Pascowitch
	Title:	CPF: 051.575.478-11	CPF: 310.154.298-74

Address:

Gif Gestão de Investimentos e Participações Ltda.

Rua Dias Ferreira 190, 4 andar, Leblon

22431-050, Rio de Janeiro, RJ, Brasil

E-mail: cmeyn@gaveainvest.com.br

Attention: Christopher Meyn

with a copy to:

Gif Gestão de Investimentos e Participações Ltda.

Rua Dias Ferreira 190, 4 andar, Leblon

22431-050, Rio de Janeiro, RJ, Brasil

Attention: Luiz Henrique Fraga

GIF II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES

By:	/s/ Paolo Picchioni Minark		/s/ Frederico S Q Pascowitch
	Name:	Paolo Picchioni Minark	Frederico S Q Pascowitch
	Title:	CPF: 051.575.478-11	CPF: 310.154.298-74

Address:

Gif Gestão de Investimentos e Participações Ltda.

Rua Dias Ferreira 190, 4 andar, Leblon

22431-050, Rio de Janeiro, RJ, Brasil

E-mail: cmeyn@gaveainvest.com.br

Attention: Christopher Meyn

with a copy to:

Gif Gestão de Investimentos e Participações Ltda.

Rua Dias Ferreira 190, 4 andar, Leblon

22431-050, Rio de Janeiro, RJ, Brasil

Attention: Luiz Henrique Fraga

[Shareholder Signature Page to Shareholders Agreement]

S-5

ZDBR LLC
By:	/s/ Michael Link
	Name: Michael Link
	Title: Treasurer
Address:
c/o Zweig-DiMenna Associates, Inc.
900 Third Avenue, 31st Floor
New York, NY 10022
Fax No.: (212) 451-1450
E-mail Address: KCannon@zweig-dimenna.com
Attention: Kevin Cannon

[Shareholder Signature Page to Shareholders Agreement]

S-6

KADON EMPREENDIMENTOS S.A.
By:	/s/ Lucianne Nigri
	Name:	Lucianne Nigri
	Title:	Attorney in fact

Address:
Rua Visconde de Ouro Preto n°5-11 andar
Botafogo - Rio de Janeiro, RJ Brasil
CEP: 22250-180
Fax No.: (55) (21) 3237-9129
E-mail Address:	eraldo@bozano.com.br lnigri@bozano.com.br

BOZANO HOLDINGS LTD.
By:	/s/ Lucianne Nigri
	Name:	Lucianne Nigri
	Title:	Officer

Address: Rua Visconde de Ouro Preto n°5-11 andar
Botafogo - Rio de Janeiro, RJ Brasil
CEP: 22250-180
Fax No.: (55) (21) 3237-9129
E-mail Address:	eraldo@bozano.com.br lnigri@bozano.com.br

[Shareholder Signature Page to Shareholders Agreement]

S-7

/s/ David Neeleman

DAVID NEELEMAN

Address:

Alameda Surubiju, n 2.010/2.050, parte,

Bloco A, Alphaville, Centro Industrial e

Empresarial, Barueri, SP

Fax No.: (5511) 4134-9890

Attention: David Neeleman

/s/ John Rodgerson

GIANFRANCO ZIONI BETING

Address:

Rua Eliseu Visconti

188 - Morumbi

Fax No.: (5511) 3758-9076

Attention: Gianfranco Zioni Beting

/s/ John Rodgerson

REGIS DA SILVA BRITO

Address:

Rua Olinda Muller

1686 Taquara - RS

Fax No.: (51) 3541-5490

Attention: Regis Da Silva Brito

[Shareholder Signature Page to Shareholders Agreement]

S-8

SALEB II FOUNDER 1 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: David Neeleman
SALEB II FOUNDER 2 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Gerald B. Lee

[Shareholder Signature Page to Shareholders Agreement]

S-9

SALEB II FOUNDER 3 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Thomas Eugene Kelly
SALEB II FOUNDER 4 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (206) 361-7290
Attention: Tom Anderson

[Shareholder Signature Page to Shareholders Agreement]

S-10

SALEB II FOUNDER 5 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (718) 709-3600
Attention: Carol Elizabeth Archer
SALEB II FOUNDER 6 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 770-3090
Attention: Cindy England

[Shareholder Signature Page to Shareholders Agreement]

S-11

SALEB II FOUNDER 7 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (301) 279-9728
Attention: Robert Land
SALEB II FOUNDER 8 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (44) 1428-685965
Attention: Robert Milton

[Shareholder Signature Page to Shareholders Agreement]

S-12

SALEB II FOUNDER 9 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 363-4968
Attention: Mark Neeleman
SALEB II FOUNDER 10 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 990-3097
Attention: Marlon Ramirez

[Shareholder Signature Page to Shareholders Agreement]

S-13

SALEB II FOUNDER 11 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: John Rodgerson
SALEB II FOUNDER 12 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (203) 966-2740
Attention: Maximilian Urbahn

[Shareholder Signature Page to Shareholders Agreement]

S-14

SALEB II FOUNDER 13 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 365-0181
Attention: Joel Peterson
SALEB II FOUNDER 14 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Amir Nasruddin

[Shareholder Signature Page to Shareholders Agreement]

S-15

SALEB II FOUNDER 15 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Jason Ward
SALEB II FOUNDER 16 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: John Daly

[Shareholder Signature Page to Shareholders Agreement]

S-16

JJL BRAZIL, LLC
By:	/s/ James J. Liautaud
	Name: James J. Liautaud
	Title: Manager
Address:
2212 Fox Drive
Champaign, IL 61820
Fax No.: (217) 359-2956
E-mail Address:
Attention: Nic Mueth

[Shareholder Signature Page to Shareholders Agreement]

S-17

MORRIS AZUL, LLC
By:	/s/ June M. Morris
	Name: June M. Morris
	Title:

Address:
4277 Park Terrace Drive
Salt Lake City, UT 84124
Fax No.: (801) 273-7734
E-mail Address:
Attention:	June M. Morris
	G. Mitchell Morris

[Shareholder Signature Page to Shareholders Agreement]

S-18

/s/ John Rodgerson

MIGUEL DAU

Address:

Corporation Trust Center

1209 Orange Street

Wilmington, New Castle

Delaware 19801

Fax No.: (11) 4134-9890

Attention: Miguel Dau

/s/ John Rodgerson

JOÃO CARLOS FERNANDES

Address:

Alameda Rosas, 231

Norada das Flores

Aldeia da Serra, Santana do Parnaiba

São Paulo

Fax No.:

Attention: João Carlos Fernandes

[Shareholder Signature Page to Shareholders Agreement]

S-19

STAR SABIA LLC
By:	/s/ Ronald Cami
	Name: Ronald Cami
	Title: Vice President & Secretary
Address:
c/o TPG Capital, L.P.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Fax No.: (817) 871-4001
Attention: General Counsel

[Shareholder Signature Page to Shareholders Agreement]

S-20

/s/ John Rodgerson

CAROLYN TRABUCO

Address:

Fax No.:

Attention: John Rodgerson

[Shareholder Signature Page to Shareholders Agreement]

S-21

/s/ Sergio Eraldo Sales Pinto

SERGIO ERALDO SALES PINTO

Address:

Rua Visconde de Ouro Preto n°5-11 andar

Botafogo - Rio de Janeiro, RJ Brasil

CEP: 22250-180

Fax No.: (55) (21) 3237-9129

E-mail Address: eraldo@bozano.com.br

[Shareholder Signature Page to Shareholders Agreement]

S-22

TRIP PARTICIPAÇÕES S.A.
By:	/s/ Renan Chieppe	By:	/s/ José Mario Caprioli dos Santos
Name: Renan Chieppe		Name: José Mario Caprioli dos Santos
Title: Officer		Title: Officer

Address:	Rodovia BR 262, Km 05, Campo Grande, CEP 29.145-901
	Cidade de Cariacica, Estado do Espírito Santo, Brasil
	E-mail Address: RicardoV@aguiabranca.com.br

TRIP INVESTIMENTOS LTDA.
By:	/s/ Renan Chieppe	By:	/s/ José Mario Caprioli dos Santos
Name: Renan Chieppe		Name: José Mario Caprioli dos Santos
Title: Officer		Title: Officer

Address:	Avenida Cambacicas, nº. 1200, Parque Imperador,
	Condomínio Flex Buildings, Módulo 2, CEP 13097-104
	Campinas, São Paulo, Brasil
	E-mail Address: RicardoV@aguiabranca.com.br

RIO NOVO LOCAÇÕESLTDA.
By:	/s/ Nilton Carlos Chieppe	By:	/s/ Decio Luiz Chieppe
Name: Nilton Carlos Chieppe		Name: Decio Luiz Chieppe
Title: Officer		Title: Officer

Address:	Rodovia BR 262, Km 6,3, Sala 208, CEP 29.157-405
	Cidade de Cariacica, Estado do Espírito Santo, Brasil
	E-mail Address: RicardoV@aguiabranca.com.br

[Shareholder Signature Page to Shareholders Agreement]

S-23

EXHIBIT A

FORM OF JOINDER AGREEMENT

Reference is made to the Third Amended and Restated Shareholders Agreement (the “Shareholders Agreement”) dated as of May [—], 2012 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, as amended from time to time. Capitalized terms used but not defined herein have the meanings assigned to them in the Shareholders Agreement.

1. The undersigned hereby agrees to become a party to, and be bound by, the Shareholders Agreement as a[n] “[Existing][Minority] Shareholder.”

2. The undersigned represents and warrants as follows:

2.1 ORGANIZATION. If the undersigned is an entity, the undersigned is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite limited liability company (or other) power and authority, and has all Permits (as defined in the Subscription Agreement) required, to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted.

2.2 AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. If the undersigned is an entity, the undersigned has all requisite limited liability company (or other) power and authority to execute, deliver and perform its obligations under the this Joinder and the Shareholders Agreement and to consummate the transactions contemplated hereby and thereby. If the undersigned is an individual, the undersigned has all requisite capacity to execute, deliver and perform its obligations under this Joinder and the Shareholders Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the undersigned of this Joinder, and the performance by the undersigned of its obligations under this Joinder and the Shareholders Agreement, have been duly and validly authorized by all requisite action on the part of the undersigned and its member(s). This Joinder has been duly executed and delivered by the undersigned. This Joinder and the Shareholders Agreement constitute a valid and binding obligation of such Investor enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).

2.3 NON-CONTRAVENTION. The execution and delivery by the undersigned of this Joinder, the performance by the undersigned of his or its obligations hereunder and under the Shareholders Agreement and the consummation by the undersigned of the transactions contemplated hereby and thereby do not and will not: (a) if the undersigned is an entity, violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the undersigned; (b) require on the part of the undersigned any notice, registration or filing with, or any Permit, or other authorization of, or any

A-1

exemption by, any Governmental Authority (as defined in the Subscription Agreement); (c) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the undersigned is a party or by which the undersigned or any of his, her or its assets or properties is bound; (d) violate or breach the terms of or cause any default under any law applicable to the undersigned or any of his, her or its properties or assets; or (e) with the passage of time, the giving of notice or both, have any of the effects described in clauses (a) through (d) of this Section 2.3.

2.4 INVESTMENT REPRESENTATIONS.

(a) The undersigned is acquiring the Equity Securities for its own account, for investment and not with a view to the distribution thereof in violation of the Securities Act or other applicable securities laws.

(b) The undersigned understands that (i) such Equity Securities have not been, and will not (except to the extent contemplated by the Registration Rights Agreement) be, registered under the Securities Act or applicable state securities laws by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws and (ii) such Equity Securities must be held by the undersigned indefinitely unless a subsequent disposition thereof is registered under the Securities Act and other applicable securities laws or is exempt from registration.

(c) The undersigned further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the undersigned) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales of securities only in limited amounts.

(d) The undersigned is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act). The Company has made available to the undersigned or his, her or its representatives all agreements, documents, records and books that the undersigned has requested relating to an investment in the Company. The undersigned has had an opportunity to ask questions of, and receive answers from, a person or persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the undersigned. The undersigned has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the risks and merits of this investment and is capable of losing his, her or its entire investment.

[TRANSFEREE]
By:
	Name:
	[Title:]

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EXHIBIT B

FORM OF SPOUSAL CONSENT

Reference is made to the Third Amended and Restated Shareholders Agreement (the “Shareholders Agreement”) dated as of May [—], 2012 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, as amended from time to time. Capitalized terms used but not defined herein have the meanings assigned to them in the Shareholders Agreement.

The undersigned hereby agrees as follows:

1. I have read and hereby consent to and approve the Shareholders Agreement and the transactions contemplated thereby.

2. I agree to be bound by the provisions of the Shareholders Agreement insofar as I may have any rights thereunder or any rights in and to any of the Equity Securities including in each case rights under the community property or similar laws relating to marital property in effect in the state or other jurisdiction of my residence as of the date hereof.

Dated:

Name:

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EX-4.3

Exhibit 4.3

CLASS B SHAREHOLDERS AGREEMENT

dated as of December 23, 2013

among

THE SHAREHOLDERS NAMED HEREIN

And

AZUL S.A.

As intervening and consenting party

TABLE OF CONTENTS

			Page
SECTION 1.	DEFINED TERMS; RULES OF CONSTRUCTION			1
	1.1	DEFINED TERMS		1
	1.2	RULES OF CONSTRUCTION		5
SECTION 2.	CONVERSION OF CLASS A PREFERRED SHARES INTO CLASS B PREFERRED SHARES IN THE EVENT OF NON-CONCLUSION OF IPO			6
SECTION 3.	REDEMPTION OF CLASS B PREFERRED SHARES			6
SECTION 4.	TRANSFER RESTRICTIONS; PERMITTED TRANSFERS			6
	4.1	TRANSFER RESTRICTIONS OF CLASS B PREFERRED SHARES AND WARRANTS		6
	4.2	PERMITTED TRANSFERS OF CLASS B PREFERRED SHARES		7
	4.3	TRANSFER RESTRICTIONS OF PREFERRED SHARES FOLLOWING A QUALIFIED IPO		8
SECTION 5.	COMPANY FINANCIAL INFORMATION AND REPORTING; VISITATION RIGHTS			9
SECTION 6.	TAG-ALONG AND OTHER RIGHTS			10
	6.1	TAG ALONG		10
	6.2	PREEMPTIVE RIGHTS		11
	6.3	PRIORITY IN LIQUIDATION		11
SECTION 7.	MISCELLANEOUS			12
	7.1	NOTICES		12
	7.2	ASSIGNMENT		13
	7.3	ENTIRE AGREEMENT		13
	7.4	MODIFICATIONS, AMENDMENTS AND WAIVERS		13
	7.5	COUNTERPARTS		13
	7.6	GOVERNING LAW		14
	7.7	FILING AND RECORD		14
	7.8	SEVERABILITY		14
	7.9	NO PRESUMPTION		14
	7.10	NO THIRD PARTY BENEFICIARY		14
	7.11	NON-RECOURSE		15
	7.12	SPECIFIC PERFORMANCE; FURTHER ASSURANCES		15
	7.13	BUSINESS DAYS		15
	7.14	TERMINATION		15

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CLASS B SHAREHOLDERS AGREEMENT

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.

WHEREAS, the Company and the Class B Shareholders desire to complete a private placement of Class B Preferred Shares and Warrants (each as defined below) to the Class B Shareholders on the date hereof, in a transaction (i) not involving a public offering in the United States, under Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”), and (ii) not involving a public offering in Brazil, under Brazilian Federal Law No. 6,385 and Rule (“Instrução”) No. 400, issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários) on December 29, 2003, as amended.

WHEREAS, the Class B Shareholders have the right under the By-laws to convert their Class B Preferred Shares and Warrants into Class A Preferred Shares (or such other class of preferred shares of the Company into which the Class A Preferred Shares may be converted or reclassified and that will be subject to a Qualified IPO, as defined herein) in accordance with the terms of the By-Laws.

WHEREAS, the Shareholders deem it to be in their respective best interests to enter into this Agreement in order to set forth certain rights of the Class B Shareholders in connection with the Class B Preferred Shares held by them and any Class A Preferred Shares received by them as a result of the mandatory conversion of any Class B Preferred Shares (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Section 1. DEFINED TERMS; RULES OF CONSTRUCTION

1.1 DEFINED TERMS. Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them below:

“ADSs” means the American Depositary Shares.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly through one or more intermediaries, of the ownership of more than 50% of the voting stock of a Person, or the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereof.

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“Board of Directors” means the board of directors of the Company.

“Brazilian GAAP” means generally accepted accounting principles in Brazil.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which banks are authorized or required to be closed in New York, NY, USA, São Paulo, SP, Brazil or Barueri, SP, Brazil.

“By-laws” means the Company’s by-laws approved at the general shareholders’ meeting held on December 23, 2013 in the form attached as Exhibit A to the Subscription Agreement (as defined below).

“Class A Preferred Shares” means (i) those certain shares of the class of preferred stock of the Company existing before the date of this Agreement, as set forth on Schedule II to the Subscription Agreement; and (ii) those certain shares, if any, into which the Class B Preferred Shares (as defined below) may hereafter mandatorily or voluntarily convert pursuant to the By-laws and in accordance with the terms and conditions of the Subscription Agreement (as defined below).

“Class A Shareholders” means the holders of Class A Preferred Shares identified on the signature pages hereto.

“Class B Preferred Shares” means newly issued shares of the class of preferred stock of the Company that are being issued, subscribed and paid-in under the Subscription Agreement dated as of the date hereof and that are mandatorily or voluntarily convertible into Class A Preferred Shares pursuant to the By-laws.

“Class B Shareholders” means the holders of Class B Preferred Shares, which represent the investors investing in the private placement, identified on the signature pages hereto.

“Closing Date” means the closing of the subscription of the Class B Preferred Shares pursuant to clause 2.2. of the Subscription Agreement.

“Common Shareholders” means the holders of the Company’s common shares identified on the signature pages hereto.

“Common Shares” means the shares of the class of common stock of the Company.

“Company” has the meaning set forth in the preamble hereof.

“Competitor” means (A) any entity operating in the civil aviation industry, in any of the markets in which the Company operates; (B) any Person holding more than 10% of voting shares or securities convertible into voting shares of any entity mentioned in (A) above.

“Corporation Law” means Brazilian Law No. 6,404 of December 15, 1976, as amended from time to time.

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“Co-Sale Notice” has the meaning set forth in Section 6.1 hereof.

“Creditor” means any bank, leasing company, financial institution or other entity that has extended any credit facility or entered into any credit, leasing or other financial transaction with the Company that is due and outstanding.

“CVM” means the Comissão de Valores Mobiliários.

“Equity Securities” means any common or preferred shares, warrants or other securities convertible or exchangeable into shares issued by the Company.

“Freely Tradable Securities” means securities that have been offered and sold in a transaction registered under the Securities Act or may be re-sold without restriction under Rule 144 under the Securities Act.

“Governmental Authority” means any United States, Brazilian or other government or political subdivision or quasi-governmental authority thereof, whether on a federal, national, state, provincial, municipal or local level and whether executive, legislative or judicial in nature, including any agency, entity, body, authority, board, bureau, commission, court, tribunal, department, commission or other instrumentality thereof and, if relevant or appropriate, in any other country or other jurisdiction.

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Initiating Shareholder” has the meaning set forth in Section 6.1 hereof.

“Liquidation” means the liquidation, dissolution or winding up of the Company, in each case prior to the consummation of the Company’s Qualified IPO.

“Mandatory Redemption” means the redemption of all but not less than all, of the outstanding Class B Preferred Shares on not less than ten Business Days prior written notice by any holder of Class B Preferred Shares, in accordance with the terms and conditions set forth in Section 5(16) of the By-laws.

“Notice to the Market” has the meaning set forth in Section 2 hereof.

“Optional Redemption” means the redemption of the outstanding Class B Preferred Shares on not less than ten Business Days prior written notice by any holder of Class B Preferred Shares, in accordance with the terms and conditions set forth in Section 5(19) of the By-laws.

“Permitted Transferee” has the meaning set forth in Section 4.2 hereof.

“Permitted Transfer” has the meaning set forth in Section 4.2 hereof.

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“Person” shall be construed as broadly as possible and shall include an individual, a partnership (including a limited liability partnership), a corporation (including a sociedade anônima), an association, a fund, a joint stock company, a limited liability company, a trust, a joint venture, a firm, an unincorporated association, a Governmental Authority or any other entity.

“Preferred Shares” means the Company’s Class A Preferred Shares held by the Class A Shareholders and the newly issued Class A Preferred Shares into which the Class B Preferred Shares held by the Class B Shareholders will be automatically converted in the event of a Qualified IPO or a voluntary conversion, as provided for in the By-laws, after such shares are reclassified as a single class of equity securities as a consequence of the conversion.

“Pro Rata Share” of any Shareholder in relation to any one or more other Shareholders (such one or more other Shareholders, the “Reference Shareholders”) means the amount, expressed as a percentage, of the proceeds to which such Shareholder is entitled in a Liquidation or Sale of the Company relative to the aggregate proceeds to which such Shareholder, together with the Reference Shareholders, are entitled in such Liquidation or Sale of the Company.

“Qualified IPO” means a firm commitment underwritten public offering of preferred shares or ADSs representing preferred shares or any other equity interests of the Company under the Brazilian Federal Law No. 6,385/76 and under the Securities Act, lead-managed by an underwriter of international standing, for listing on the BM&FBOVESPA and/or on the New York Stock Exchange.

“Redemption Price” means the price to be paid to the holders of Class B Preferred Shares, in connection with either (i) a Mandatory Redemption, or (ii) an Optional Redemption, in either case, at the price and on the terms and conditions as set forth in By-laws.

“Sale of the Company” means: (i) a merger, consolidation, amalgamation, acquisition, change of control, reorganization or consolidation of the Company in which the Shareholders and their respective Affiliates immediately prior to such transaction or series of transactions do not own a majority of the voting power of the surviving entity or the right to receive a majority of the proceeds in a Liquidation; (ii) a sale of equity interests in the Company or other transaction or series of transactions in which the Shareholders and their respective Affiliates immediately prior to such transaction or series of transactions do not own a majority of the voting power of the surviving entity or the right to receive a majority of the proceeds in a Liquidation; and (iii) a sale of all or substantially all of the Company’s assets to one or more persons or entities that are not direct or indirect wholly-owned subsidiaries of the Company or Shareholders or Affiliates of the Shareholders.

“Securities” mean the Class B Preferred Shares and the Warrants.

“Securities Act” has the meaning set forth in preamble hereof.

“Shareholder” means a holder of capital securities of the Company.

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“Stock Sale” means, prior to the date of the Company’s Qualified IPO, any direct or indirect sale, assignment, gift, conveyance, transfer or other disposition or any pledge, hypothecation or other encumbrance, either voluntarily or involuntarily, with our without consideration, including but not limited to, fiduciary disposition (“alienação fiduciária”), usufruct (“usufruto”), fidei commissum (“Fideicomisso”) or donation (“doção”), of the capital securities of the Company, in one transaction or a series of transactions, which constitute a “Sale of the Company” under clauses (i) or (ii) of the definition thereof. For the purposes of this Agreement, it is understood and agreed that the issuance or sale of an ownership interest in a Person who directly or indirectly owns capital securities of the Company shall (other than in the case of the issuance or sale of interests in an investment fund that indirectly owns capital securities of the Company that constitute less than ten percent (10%) of the assets of such investment fund) be deemed in indirect Stock Sale by such Person of such capital securities of the Company.

“Subscription Agreement” means the Subscription Agreement dated as of the date of this Agreement among the Company and the Class B Shareholders, as the same may be amended from time to time in accordance with its terms.

“Tag-Along Notice” has the meaning set forth in Section 6.1 hereof.

“Third Party Purchaser” has the meaning set forth in Section 6.1 hereof.

“Transfer” has the meaning set forth in Section 4.1 hereof.

“Warrants” means the warrants (“bônus de subscrição”) to be issued by the Company and subscribed by the Class B Shareholders pursuant to the Subscription Agreement and the warrants certificate.

1.2 RULES OF CONSTRUCTION. The term “this Agreement” means this Class B shareholders’ agreement together with all schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to sections, schedules and exhibits mean the sections of this Agreement and the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year

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corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1. For the avoidance of doubt, with respect to the definition of “Qualified IPO”, this Agreement supersedes the Third Amended and Restated Shareholders Agreement dated November 20, 2012 between the Company and the shareholders named therein.

Section 2. CONVERSION OF CLASS A PREFERRED SHARES INTO CLASS B PREFERRED SHARES IN THE EVENT OF NON-CONCLUSION OF IPO. The Shareholders agree to convene both a general and a special shareholders’ meeting of the Company and at such meetings vote their respective shares of capital stock to approve the conversion of the newly issued Class A Preferred Shares held by Class B Shareholders back into Class B Preferred Shares, in case (A) the Class B Preferred Shares have been converted into Class A Preferred Shares prior to publication of the first Notice to the Market (Aviso ao Mercado) for an IPO, pursuant to Chapter II, Article 5, Paragraphs 13 and 14 of the By-laws, and (B) the Board of Directors of the Company does not approve the sale price of the Class A Preferred Shares to be sold in the Qualified IPO, and decides not to carry out the Qualified IPO. As a result, in case this conversion occurs, Class B Shareholders will continue to be entitled to their original rights as stated in the By-laws approved by the Class A Shareholders and Common Shareholders in the form attached as Exhibit A to the Subscription Agreement.

Section 3. REDEMPTION OF CLASS B PREFERRED SHARES. No later than the date of either (i) the Mandatory Redemption, or (ii) the Optional Redemption, as applicable, the Shareholders shall convene a general shareholders’ meeting and at such meeting shall vote their respective shares of capital stock to approve the payment of the applicable Redemption Price against any available amounts recorded in the reserves the Company has recorded in its last quarterly financial statements, and in case the total reserves recorded by the Company are not sufficient for the payment of the applicable Redemption Price in full, the Shareholders agree to vote their respective shares to approve a capital reduction, in an amount which, added to the amount of reserves recorded by the company, will be sufficient to allow the full payment of the applicable Redemption Price.

Section 4. TRANSFER RESTRICTIONS; PERMITTED TRANSFERS.

4.1 TRANSFER RESTRICTIONS OF CLASS B PREFERRED SHARES AND WARRANTS. The Class B Shareholders hereby agree that, notwithstanding anything in this Agreement to the contrary, they shall not, directly or indirectly, voluntarily or involuntarily, sell, assign, transfer, convey, exchange, mortgage, grant a security interest or other rights, pledge or otherwise dispose of or encumber (“Transfer”) all or any portion of the Class B Preferred Shares and Warrants held by them for the period in which the Class B Preferred Shares and Warrants are outstanding, unless such Transfers are made in accordance with the terms and conditions hereof and applicable laws; provided, that the parties hereby acknowledge and agree that the initial purchase of the Class B Preferred Shares and Warrants via a nominee(s), shall not constitute (or be deemed to constitute) a “Transfer”. Notwithstanding anything in this Agreement, no Transfer of Class B Preferred Shares and Warrants shall be permitted unless (a) such Transfer has received all necessary consents from Governmental Authorities; provided, that the Company agrees to provide each Shareholder with reasonable cooperation and assistance in connection

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with obtaining any such consents, and (b) if such Transfer involves a Transfer of Class B Preferred Shares and Warrants to a Person other than a Permitted Transferee, the assignee of the Class B Preferred Shares and Warrants has agreed, in writing, to be bound to the terms hereof, under substantially the same terms as the assigning Shareholder. Any Transfer of Class B Preferred Shares and Warrants which violates the provisions of this Agreement shall be null and void and ineffective with respect to the Class B Shareholders, their Affiliates, the Company and any third parties. The transferee of any Class B Preferred Shares and Warrants Transferred by any Shareholder in violation of this Agreement shall not be entitled to (i) any right, title and interest in or to such Class B Preferred Shares and Warrants or (ii) any distributions in respect thereof. For the avoidance of doubt, the Class B Shareholders may not Transfer their preemptive rights for the subscription of Class B Preferred Shares of the Company without observing the provisions of this Agreement.

4.2 PERMITTED TRANSFERS OF CLASS B PREFERRED SHARES. Notwithstanding the provisions of this Section 4, each Class B Shareholder may;

(i) at any time Transfer any or all of its Class B Preferred Shares and Warrants to any of its Affiliates;

(ii) at any time Transfer any or all of its Class B Preferred Shares and Warrants by, to or among any nominee(s);

(iii) prior to the first anniversary of the issuance of Class B Preferred Shares, transfer any or all of its Class B Preferred Shares and Warrants to any third party approved in writing by the majority of the holders of Common Shares; provided, however, that, for purposes of this Agreement: (a) the assignee of the Class B Preferred Shares and Warrants has agreed, in writing, to be bound to the terms hereof, under the same terms as the assigning shareholder; and (b) notice of assignment is sent to the other shareholders within a reasonable period of time following such Transfer; or

(iv) after the first anniversary of the issuance of Class B Preferred Shares, Transfer any or all of its Class B Preferred Shares and Warrants to any third party which is not a Competitor or a Creditor of the Company, subject to the following: (a) notice of such Transfer is given to the Company of this Agreement fifteen (15) days prior to the Transfer; (b) the Company will only record the transfer if the Class B Shareholder provides the Company with an opinion of counsel reasonably satisfactory to the Company as to compliance with applicable US, Brazilian and other securities laws, including in the case of US law the availability of an exemption from registration under the United States Securities Act of 1933, as amended; and (c) the transferee is not a Competitor or a Creditor; (each transferee referred to in clauses (i) - (iv) above, a “Permitted Transferee” and such Transfer a “Permitted Transfer”).

Each Class B Shareholder acknowledges and agrees that in the event it acquires the Class B Preferred Shares and Warrants via a nominee(s) or requests the Class B Preferred Shares and Warrants be held in Brazil or otherwise via a nominee(s) or custodian(s), (i) the name of such nominee(s) or custodian(s) will be previously disclosed to the Company in writing, and (ii) such nominee(s) or custodian(s) will have no investment discretion with respect to the Class B Preferred Shares and Warrants and such Class B Shareholder will remain the beneficial owner of the Class B Preferred Shares and Warrants for all purposes.

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4.3 TRANSFER RESTRICTIONS OF PREFERRED SHARES FOLLOWING A QUALIFIED IPO.

(a) Without prejudice to the Class B Shareholders’ right to engage in Permitted Transfers, during the period starting from the Closing Date and ending at the date that is the earlier to occur of (i) if there is no publication in Brazil of the commencement announcement of a Qualified IPO (Anúncio de Início de Distribuição Pública or “Commencement Announcement”) by the six-month anniversary of the Closing Date, the six-month anniversary of the Closing Date, and (ii) if there is a publication in Brazil of the Commencement Announcement by the six-month anniversary of the Closing Date, 180 days following the publication in Brazil of the Commencement Announcement, Class B Shareholders will not, without the prior written consent of Morgan Stanley & Co. LLC and Itau BBA USA Securities, Inc. and the underwriters in such initial public offering, (i) offer, sell, contract to sell, pledge, loan, grant any option to purchase, make any short sale or otherwise directly or indirectly dispose of or grant any rights, or file or cause to be filed a registration statement pursuant to the Securities Act or Brazilian laws, in respect of any Securities or securities convertible into or exchangeable for, or that represents the right to receive, any Securities, or enter into a transaction which would have the same effect, (ii) enter into any swap, hedge or any other agreement that, in full or in part, transfers to the other party any economic interest related to the ownership of the Securities or any security that may be convertible into, or exchanged by equity securities of the Company, or other right to acquire any equity securities of the Company or (iii) publicly announce the intent of performing any of the transactions above; provided that (x) the foregoing restriction shall only apply to any initial public offering the Company may decide to pursue as contemplated above and (y) in connection with any such initial public offering, the Company, at such time and in connection therewith, shall secure that all then existing officers and directors of the Company and holders of shares representing at least 1.0% of the Company’s voting power and/or economic value shall be required to agree to and remain bound by restrictions no more permissive than those set forth herein starting from the date of the pricing of the initial public offering of Class A Preferred Shares of the Company and ending at the date that is 180 days following the publication in Brazil of the commencement announcement of such Qualified IPO (Anúncio de Início de Distribuição Pública).

(b) Notwithstanding Section 4.3(a)(i) above, the Class B Shareholders agree that, if there is no publication in Brazil of the Commencement Announcement by the six-month anniversary of the Closing Date, the Class B Shareholders will contractually agree at the time of any initial public offering of Class A Preferred Shares that the Company may pursue during the 15-year period following the Closing Date and in connection therewith, to be bound by restrictions no more permissive than those set forth herein starting from the date of the pricing of such initial public offering and ending at the date that is 180 days following the publication in Brazil of the Commencement Announcement.

(c) Notwithstanding anything herein to the contrary, no Class B Shareholder nor any of their related funds (if applicable) shall be subject to any amendment, modification or waiver to Section 4.3(a), Section 4.3(b) or this Section 4.3(c) without the prior written consent of such

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Class B Shareholder, which would require such Class B Shareholder or any of its related funds (if applicable) to be subject to the restrictions set forth in Section 4.3(a) and Section 4.3(b): (i) in connection with any securities offerings other than the Company’s initial public offering as contemplated herein and any follow on public offerings during such period covered by the restrictions, (ii) for a period of longer than 180 days following the publication in Brazil of the commencement announcement of any initial public offering that the Company may determine to pursue (Anúncio de Início de Distribuição Pública), or (iii) with respect to any transfers of any shares of the Company’s capital stock acquired by any Class B Preferred Shareholder or any of their related funds (if applicable) in any public or non-public offering the Company may determine to pursue or in any secondary or open market transactions unrelated to any such offerings, subject to such Class B Shareholder’s compliance with applicable restrictions, if any, arising under applicable law. For the avoidance of doubt, this Section 4.3(c) shall not be deemed to afford any Class B Shareholder any right of approval to any waiver or amendment to any restrictions on sales or resales included in any underwriting agreement entered into in connection with any possible public offering that the Company may determine to pursue.

(d) In furtherance of the foregoing, each Class B Shareholder undertakes to ensure that any Securities subject to this Section 4.3 shall be held by it, and any agent acting on such Class B Shareholder’s behalf, in such a manner as to ensure compliance with the requirements thereof, including maintaining appropriate segregation, trading holds or blocks, restricted lists, CUSIPs and other appropriate internally monitored procedures, as applicable, with respect to the Securities as compared to other securities of the Company held by such Class B Shareholder. Nothing herein shall in any way prevent any Class B Shareholder from acquiring any securities of the Company in the Qualified IPO, any subsequent public offering or in any secondary market transactions and such Class B Shareholder shall be permitted to sell, assign, pledge, encumber and otherwise dispose of any securities of the Company (other than those it acquired pursuant to the Subscription Agreement and any securities into which such securities may have been converted, which shall remain subject to the requirements of this Section 4), to the extent that the sale, assignment, pledge, encumbrance or disposition of such securities is conducted in strict compliance with all applicable laws, including the Brazilian Securities Regulation and the Securities Act.

Section 5. COMPANY FINANCIAL INFORMATION AND REPORTING; VISITATION RIGHTS.

(i) Within ninety (90) days after the end of each fiscal year, the Company shall furnish to each Class B Shareholder the Company’s audited consolidated balance sheet as of the end of such year, together with the Company’s audited consolidated statements of operations, shareholders’ equity and cash flows for such year (such financial statements shall be audited by an outside independent accounting firm of recognized national standing in Brazil).

(ii) Within forty-five (45) days after the end of each fiscal quarter, the Company shall furnish to each Class B Shareholder the Company’s unaudited consolidated balance sheet as of the end of such period, together with the Company’s unaudited consolidated statements of operations and cash flows for such period.

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(iii) Within thirty (30) days after the end of each calendar month, the Company shall furnish to each Class B Shareholder the Company’s unaudited consolidated balance sheet as of the end of such period, together with the Company’s consolidated statements of operations and cash flows for such period.

(iv) The accounting, auditing and preparation of the Company’s financial statements and other corporate documents shall be prepared in accordance with both the Brazilian GAAP and the IFRS and all audit reports of the Company shall be prepared in accordance with Brazilian GAAP and IFRS.

(v) The Company shall, upon reasonable prior notice, permit authorized representatives of each Class B Shareholder to visit and inspect any of the properties of the Company including its books of account (and to make copies thereof and take extracts therefrom), and to discuss the affairs, finances and accounts of the Company with its officers, administrative employees and independent auditors, all as often as may be reasonably requested but only during normal business hours and without interfering with the performance of the Company’s regular activities.

Section 6. TAG-ALONG AND OTHER RIGHTS

6.1 TAG ALONG.

(i) At least twenty (20) days prior to the consummation of any Stock Sale, the Shareholder or Shareholders initiating such transaction (the “Initiating Shareholder”) shall deliver a written notice (the “Co-Sale Notice”) to each of the Class B Shareholders, offering the Class B Shareholders the option to participate as sellers in such proposed Stock Sale. Such Co-Sale Notice shall identify the third party purchaser or purchasers (the “Third Party Purchaser”) and specify in reasonable detail the terms and conditions of the Stock Sale, including the price to be paid.

(ii) Each Class B Shareholder may, within twenty (20) days of the giving of the Co-Sale Notice, give written notice (a “Tag-Along Notice”) to the Initiating Shareholder stating that such Class B Shareholder wishes to participate in such proposed Stock Sale and specifying the number and type of capital securities of the Company that such Class B Shareholders desires to include in such proposed Stock Sale. Each Class B Shareholder shall be entitled to receive its Pro Rata Share of the aggregate consideration paid by the Third Party Purchaser to all of the other Shareholders participating in such proposed Stock Sale. In any event, the consideration to be paid by such Third Party Purchaser shall consist only of cash and Freely Tradable Securities, and to the extent such consideration consists of Freely Tradable Securities, the fair market value of such consideration shall be the average closing price of such Freely Tradable Securities on the last three trading days before the consummation of the Stock Sale to the Third Party Purchaser.

(iii) If none of the Class B Shareholders gives the Initiating Shareholder a timely Tag-Along Notice with respect to the Stock Sale proposed in the Co-Sale Notice, the Initiating Shareholder may thereafter consummate the Stock Sale specified in the Co-Sale Notice on the

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same terms and conditions set forth in the Co-Sale Notice. If one or more of the Class B Shareholders gives the Initiating Shareholder a timely Tag-Along Notice, then the Initiating Shareholders shall use all reasonable efforts to cause the Third Party Purchaser to agree to acquire all capital securities of the Company identified in all Tag-Along Notices that are timely given to the Initiating Shareholder, upon the same terms and conditions as applicable to the Initiating Shareholder’s Equity Securities (including, without limitation, with respect to price and form of payment, and on an as-converted-to-Class A Preferred Shares basis, if applicable). If the Third Party Purchaser is unwilling or unable to acquire all capital securities of the Company proposed to be included in such sale upon such terms, then the Initiating Shareholder may elect either (a) to cancel such proposed Stock Sale (including any securities to be sold by the Initiating Shareholder in connection therewith), or (b) to allocate the maximum number of capital securities of the Company that the Third Party Purchaser is willing to purchase among the Initiating Shareholder and the Class B Shareholders giving timely Tag-Along Notices in proportion to their respective Pro Rata Shares.

(iv) Notwithstanding anything to the contrary set forth herein, in no event shall any Shareholder, including the Initiating Shareholder, be permitted to make any Transfer of Equity Securities under this Section 6.1 at any time during which the Company is engaged in a Qualified IPO process.

6.2 PREEMPTIVE RIGHTS.

(i) The Company shall observe the preemptive rights of Shareholders who own shares of the Company’s capital stock under the Corporation Law for subscription of any class of Equity Securities issued by the Company. In addition, each such Shareholder shall have a right of oversubscription such that if any other Shareholder does not oversubscribe for its pro rata portion of any capital securities of the Company in any issuance, all of the Shareholders who have subscribed for their pro rata portion of such capital securities of the Company shall, among themselves, have the basis (based on the number of capital securities of the Company held by each such oversubscriber at the time the issuance of such capital securities of the Company commenced for purposes of the Corporation Law) unless they shall otherwise agree among themselves.

(ii) The preemptive rights for subscription of capital securities of the Company issued by the Company in accordance with the Corporation Law may be assigned by any Shareholder to any Affiliate who is then a Shareholder or who shall sign a counterpart signature page to this agreement or a joinder agreement making such Person a party to this Agreement, but cannot be assigned to any other Person that is not a Shareholder or an Affiliate thereof.

6.3 PRIORITY IN LIQUIDATION. Each Class B Shareholder shall enjoy:

(i) priority in a Liquidation to the return of the issuance price of the Class B Preferred Shares as set forth in the By-laws.

(ii) after conversion of the Class B Preferred Shares into Class A Preferred Shares, priority in Liquidation as a holder of Class A Preferred Shares as set forth in the By-laws.

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Section 7. MISCELLANEOUS.

7.1 NOTICES. All notices or other communications required or permitted hereunder shall be given in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, facsimile or e-mail (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address, facsimile number or e-mail address set forth below or such other address, facsimile number or e-mail address as such party may hereafter specify by notice to the other parties hereto given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile (or, if delivered or transmitted after normal business hours, on the next Business Day) or e-mail or like transmission, on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail:

if to the Company, to:
Azul S.A.
Edifício Jatobá, 8th floor
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, SP, Brazil 06460-040
Attention:	Renato Covelo
E-mail Address: renato.covelo@voeazul.com.br
Telephone:	+55 11 4134-9882
Facsimile:	+55 11 4134-9890
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022, U.S.A.
Attention:	Stuart K. Fleischmann
E-mail Address: sfleischmann@shearman.com
Telephone:	+1 (212) 848-7527
Facsimile:	+1 (646) 848-7527

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and a copy to:
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados
Alameda Joaquim Eugênio de Lima, 447
São Paulo, SP, Brazil, 01403-001
Attention:	Jean Marcel Arakawa
E-mail Address: jarakawa@mattosfilho.com.br
Telephone:	+55 11 3147-2821
Facsimile:	+55 11 3147-7770

If to a Shareholder, to its address on a signature page hereto or, if none, in the books of the Company.

7.2 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any individual), successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Shareholder without the prior written consent of all the parties hereto; provided, further, however, that, notwithstanding the provisions of the foregoing proviso, to the extent that any Shareholder transfers any Class B Preferred Shares and Warrants to any transferee pursuant to Section 4, such Shareholder may transfer and assign any of its rights hereunder to such transferee. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

7.3 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties and their respective Affiliates with respect to the transactions contemplated hereby and merges in, supersedes and cancels all prior written or oral commitments, arrangements or understandings with respect thereto. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth in this Agreement.

7.4 MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement may not be modified or amended except by an instrument or instruments in writing that expressly states that it is modifying or amending this Agreement and that is signed by the Company and the parties hereto. Any party hereto may, only by an instrument in writing that expressly states that it is waiving compliance with this Agreement, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

7.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original, and will become effective when one or more counterparts have been signed by a

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party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 8.5, provided that receipt of copies of such counterparts is confirmed.

7.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BRAZIL.

7.7 FILING AND RECORD. This Agreement shall be filed with the Company and recorded in its books on the date hereof, in accordance with, and for the purposes of, Articles 40 and 118 of the Brazilian Federal Law nº 6,404/76, as amended from time to time.

7.8 SEVERABILITY. To the fullest extent permissible under applicable law, the parties hereto hereby waive any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. Such parties further agree that any provision of this Agreement which, notwithstanding the preceding sentence, is rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (a) if such provision is rendered or held invalid, illegal or unenforceable in such jurisdiction only as to a particular Person or Persons or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons or under such particular circumstance or circumstances, as the case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective only as to such jurisdiction and only to the extent of such invalidity, illegality or unenforceability, and such invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or unenforceable such provision in any other jurisdiction; and (c) without limitation of clause (a) or (b), such ineffectiveness shall not render invalid, illegal or unenforceable this Agreement or any of the remaining provisions hereof.

7.9 NO PRESUMPTION. With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

7.10 NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that any nominee(s) or custodian(s) holding Class A Preferred Shares, Class B Preferred Shares or Warrants beneficially for an Class B Shareholder may enforce this Agreement as if it were a Shareholder.

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7.11 NON-RECOURSE. No past, present or future director, officer, employee, incorporator, member, manager, partner, shareholder, Affiliate, agent, attorney, consultant, representative or principal of the Company or any Affiliate of the Company shall have any liability for any liabilities of the Company under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

7.12 SPECIFIC PERFORMANCE; FURTHER ASSURANCES. Each of the parties hereto acknowledges that the others would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements set forth in this Agreement were not performed in accordance with its terms and therefore, each of the parties agrees that the others shall be entitled to specific performance in addition to any other remedy to which it may be entitled at law or in equity (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond). In addition to and in no way limiting the foregoing, the Company agrees to use its reasonable best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement.

7.13 BUSINESS DAYS. If any date provided for in this Agreement shall fall on a day that is not a Business Day, the date provided for shall be deemed to refer to the next Business Day.

7.14 TERMINATION. This Agreement shall terminate and be of no further force or effect when the Qualified IPO is concluded, with the publication in Brazil of the public announcement of the Qualified IPO (Anúncio de Início de Distribuição Pública).

[The next page is the signature page]

-15-

The parties have executed and delivered this Class B Shareholders Agreement as of the date first written above.

AZUL S.A.
By:	/s/ Renato Covelo
	Name:	Renato Covelo
	Title:	Attorney-In-Fact

[Shareholder signature pages begin on the next page]

S-1

Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund
By:	/s/ Kenneth Robins
	Name:	Kenneth Robins
	Title:	Treasurer

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-2

Fidelity Securities Fund: Fidelity Blue Chip Growth Fund
By:	/s/ Kenneth Robins
	Name:	Kenneth Robins
	Title:	Treasurer

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-3

MARACATU, LLC
	By:	Peterson Partners, Inc.
	Its:	Manager
		By	/s/ Daniel S. Peterson
			Name:	Daniel S. Peterson
			Title:	President

[Shareholder Signature Page to Class B Shareholders’ Agreement]

CIA BOZANO
By:	/s/ Sergio Eraldo de Salles Pinto		/s/ Lucianne Nigri Finkelsztain
	Name:	SERGIO ERALDO DE SALLES PINTO	Lucianne Nigri Finkelsztain
	Title:	Presidente	Diretora

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-5

WP — NEW AIR LLC
By:	/s/ Therese Mrozek
	Name:	Therese Mrozek
	Title:	Authorized signatory

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-6

AZUL HOLDCO LLC
By:	/s/ Aryeh Davis
	Name:	Aryeh Davis
	Title:	Authorized Signatory

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-7

GIF MERCURY LLC
By:	/s/ Luiz Henrique Fraga
	Name:	Luiz Henrique Fraga
	Title:	Officer
GIF II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
By:	/s/ Luiz Henrique Fraga
	Name:	Luiz Henrique Fraga
	Title:	Officer

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-8

ZDBR LLC
By:	/s/ Kevin Cannon
	Name:	Kevin Cannon
	Title:	CEO of Manager

[Shareholder Signature Page to Class B Shareholders’ Agreement]

KADON EMPREENDIMENTOS S.A.
By:	/s/ Francisco José Teixeira Fernandes		/s/ Sergio Eraldo de Salles Pinto
	Name:	Francisco José Teixeira Fernandes	SERGIO ERALDO DE SALLES PINTO
	Title:	Officer	Presidente
	CPF 758.535.317-00
BOZANO HOLDINGS LTD.
By:	/s/ Sergio Eraldo de Salles Pinto
	Name:	SERGIO ERALDO DE SALLES PINTO
	Title:	Presidente

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-10

DAVID NEELEMAN

/s/ David Neeleman

GIANFRANCO ZIONI BETING

/s/ John Rodgerson

REGIS DA SILVA BRITO

/s/ John Rodgerson

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-11

SALEB II FOUNDER 1 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:
SALEB II FOUNDER 2 LLC
By:	/s/ Gerald B. Lee
	Name:	GERALD B. LEE
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-12

SALEB II FOUNDER 3 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:
SALEB II FOUNDER 4 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-13

SALEB II FOUNDER 5 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:
SALEB II FOUNDER 6 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-14

SALEB II FOUNDER 7 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:
SALEB II FOUNDER 8 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-15

SALEB II FOUNDER 9 LLC
By:	/s/ John Rodgerson
	Name:	JOHN RODGERSON
	Title:
SALEB II FOUNDER 10 LLC
By:	/s/ Marlon Yahir Ramirez
	Name:	Marlon Yahir Ramirez
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-16

SALEB II FOUNDER 11 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:
SALEB II FOUNDER 12 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-17

SALEB II FOUNDER 13 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:
SALEB II FOUNDER 14 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-18

SALEB II FOUNDER 15 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:
SALEB II FOUNDER 16 LLC
By:	/s/ John Rodgerson
	Name: JOHN RODGERSON
	Title:

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-19

JJL BRAZIL LLC
By:	/s/ James J. Liautaud
	Name:	JAMES J LIAUTAUD
	Title:	MANAGER

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-20

MORRIS AZUL LLC
By:	/s/ June M. Morris
	Name:	JUNE M MORRIS
	Title:	MANAGER/SHAREHOLDER

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-21

MIGUEL DAU

/s/ John Rodgerson

JOÃO CARLOS FERNANDES

/s/ John Rodgerson

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-22

STAR SABIA LLC
By:	/s/ Ronald Cami
	Name:	Ronald Cami
	Title:	Vice President & Secretary

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-23

CAROLYN TRABUCO

/s/ Carolyn Trabuco

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-24

SERGIO ERALDO SALES PINTO

/s/ Sergio Eraldo Sales Pinto

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-25

TRIP PARTICIPAÇÕES S.A.
By:	/s/ Renan Chieppe
	Name:	RENAN CHIEPPE
	Title:	DIRECTOR
By:	/s/ Jose Mario Caprioli Santos
	Name:	JOSE MARIO CAPRIOLI SANTOS
	Title:
TRIP INVESTIMENTOS LTDA.
By:	/s/ Renan Chieppe
	Name:	RENAN CHIEPPE
	Title:	DIRECTOR
By:	/s/ Jose Mario Caprioli Santos
	Name:	JOSE MARIO CAPRIOLI SANTOS
	Title:
RIO NOVO LOCAÇÕES LTDA.
By:	/s/ Nilton Chieppe
	Name:	NILTON CHIEPPE
	Title:	DIRECTOR
By:	/s/ Decio Luiz Chieppe
	Name:	DECIO LUIZ CHIEPPE
	Title:	DIRECTOR

[Shareholder Signature Page to Class B Shareholders’ Agreement]

S-26

EX-4.4

Exhibit 4.4

EXECUTION VERSION

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

among

AZUL S.A.

And

THE SHAREHOLDERS NAMED HEREIN

TABLE OF CONTENTS

			Page
SECTION 1.	DEFINED TERMS; RULES OF CONSTRUCTION			2
	1.1	DEFINED TERMS		2
	1.2	RULES OF CONSTRUCTION		5
SECTION 2.	DEMAND REGISTRATION			6
SECTION 3.	REGISTRATIONS ON FORM F-3 OR FORM S-3			7
SECTION 4.	PIGGYBACK REGISTRATION			8
SECTION 5.	HOLDBACK AGREEMENT; COORDINATED TRANSFERS			9
	5.1	HOLDBACK		9
	5.2	SALES IN CERTAIN UNDERWRITTEN OFFERINGS		10
SECTION 6.	PREPARATION AND FILING			10
SECTION 7.	EXPENSES			13
SECTION 8.	INDEMNIFICATION			14
SECTION 9.	UNDERWRITING AGREEMENT			16
SECTION 10.	SUSPENSION			17
SECTION 11.	INFORMATION BY HOLDER			17
SECTION 12.	RULE 144 REPORTING			18
SECTION 13.	TERMINATION			19
SECTION 14.	MISCELLANEOUS			19
	14.1	NOTICES		19
	14.2	ASSIGNMENT		20
	14.3	ENTIRE AGREEMENT		20
	14.4	MODIFICATIONS, AMENDMENTS AND WAIVERS		20
	14.5	COUNTERPARTS		21
	14.6	GOVERNING LAW		21
	14.7	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL		21
	14.8	SEVERABILITY		22
	14.9	NO PRESUMPTION		22
	14.10	NO THIRD PARTY BENEFICIARY		22
	14.11	NON-RECOURSE		23
	14.12	SPECIFIC PERFORMANCE		23

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14.13	BUSINESS DAYS	23
14.14	ELECTRONIC EXECUTION	23
14.15	CAPTIONS	23

-ii-

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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.

WHEREAS, the Class A Shareholders (as defined below) have entered into a Second Amended and Restated Registration Rights Agreement dated as of August 28, 2009 under which they were granted registration rights in connection with their preferred shares of the Company (the “Second Amended and Restated Registration Rights Agreement”).

WHEREAS, the Company and the Class B Shareholders desire to complete a private placement of Class B Preferred Shares (as defined below) and Warrants (as defined below) to the Class B Shareholders on the date hereof, in a transaction (i) not involving a public offering in the United States, under Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”), and (ii) not involving a public offering in Brazil, under Brazilian Federal Law No. 6,385 and Rule (“Instrução”) No. 400, issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários) on December 29, 2003, as amended (the “Private Placement”).

WHEREAS, the Class B Shareholders have the right under the By-laws (as defined below) to convert their Class B Preferred Shares into Class A Preferred Shares (or such other class of preferred shares of the Company into which the Class A Preferred Shares may be converted or reclassified and that will be subject to a Qualified IPO (as defined below)).

WHEREAS, upon the consummation of a Qualified IPO the Class B Shareholders Agreement (as defined below) together with each other shareholders or similar agreement among the Company and the holders of its preferred securities, other than this Agreement, will terminate.

WHEREAS, the Class B Shareholders are entitled to the benefits of this Agreement only with respect to the Class A Preferred Shares received by them upon conversion of their Class B Preferred Shares pursuant to the By-laws and upon exercise of any Warrant.

WHEREAS, the Company and the Shareholders deem it to be in their respective best interests to amend and restate the Second Amended and Restated Registration Rights Agreement in order to set forth the rights of the Shareholders in connection with public offerings and sales of the New Preferred Shares (as defined below) and the New Preferred Shares are the only shares of the Company’s capital stock subject to this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. DEFINED TERMS; RULES OF CONSTRUCTION

1.1 DEFINED TERMS. Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them below:

“ADS” means an American Depositary Share, which shall be evidenced by an American Depositary Receipt.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly through one or more intermediaries, of the ownership of more than 50% of the voting stock of a Person, or the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereof.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which banks are authorized or required to be closed in New York, NY, USA, São Paulo, SP, Brazil or Barueri, SP, Brazil.

“By-laws” means the Company’s by-laws to be approved at a general shareholders’ meeting in the form attached as Exhibit A to the Subscription Agreement (as defined below).

“Class A Preferred Shares” (i) those certain shares of the class of preferred stock of the Company existing before the date of this Agreement, as set forth on Schedule II to the Subscription Agreement; (ii) those certain shares, if any, into which the Class B Preferred Shares (as defined below) may hereafter mandatorily convert pursuant to the By-laws and in accordance with the terms and conditions of the Subscription Agreement (as defined below); and (iii) those certain shares of the class of preferred stock of the Company resulting from the exercise of any Warrant.

“Class A Shareholders” means the holders of Class A Preferred Shares identified on the signature pages hereto.

“Class B Preferred Shares” means newly issued shares of the class of preferred stock of the Company that are being issued, subscribed and paid-in under the Subscription Agreement dated as of the date hereof in connection with the Private Placement and that are automatically and mandatorily convertible into Class A Preferred Shares.

“Class B Shareholders” means the holders of Class B Preferred Shares identified on the signature pages hereto.

“Class B Shareholders Agreement” means the Class B Shareholders Agreement dated as of the date of this Agreement among the Company, the Class A Shareholders, the Class B Shareholders and the Common Shareholders (as defined therein).

“Company” has the meaning set forth in the preamble hereof.

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“Delay/Suspension Period” has the meaning set forth in Section 10 hereof.

“Demand Notice” has the meaning set forth in Section 2(a) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Form F-3” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC in a similar or comparable manner.

“Form S-3” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC in a similar or comparable manner.

“F-3/S-3 Notice” has the meaning set forth in Section 3(a) hereof.

“Governmental Authority” means any United States, Brazilian or other government or political subdivision or quasi-governmental authority thereof, whether on a federal, national, state, provincial, municipal or local level and whether executive, legislative or judicial in nature, including any agency, entity, body, authority, board, bureau, commission, court, tribunal, department, commission or other instrumentality thereof and, if relevant or appropriate, in any other country or other jurisdiction.

“Majority of Shareholders” means those Shareholders who hold in the aggregate in excess of 50% of the New Preferred Shares held by all of the Shareholders.

“Material Transaction” means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

“New Preferred Shares” means the Company’s Class A Preferred Shares held by the Class A Shareholders, the newly issued Class A Preferred Shares into which the Class B Preferred Shares held by the Class B Shareholders will be automatically converted in the event of a Qualified IPO, and the newly issued Class A Preferred Shares resulting from the exercise of any Warrant by the Class B Shareholders.

“Other Shares” means with respect to a particular registration statement, any of the preferred shares that are to be included in such registration statement that are not Primary Shares or Registrable Shares.

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“Person” shall be construed as broadly as possible and shall include an individual, a partnership (including a limited liability partnership), a corporation (including, without limitation, a sociedade anônima), an association, a fund, a joint stock company, a limited liability company, a trust, a joint venture, a firm, an unincorporated association, a Governmental Authority or any other entity.

“Primary Shares” means, with respect to a particular registration statement, any of the preferred shares to be issued by the Company in a registered offering pursuant to such registration statement.

“Private Placement” has the meaning set forth in the preamble hereof.

“Prospectus” means the prospectus included in a Registration Statement filed with the SEC, including any prospectus subject to completion, and any such prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares and, in each case, by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

“Qualified IPO” means a firm commitment underwritten initial public offering of preferred shares or ADSs representing preferred shares or any other equity interests of the Company under the Brazilian Federal Law No. 6,385/76 and under Securities Act, lead-managed by an underwriter of international standing, for listing on the BM&FBOVESPA and/or on The New York Stock Exchange.

“Registrable Shares” means, at any time, and with respect to any Shareholder, the New Preferred Shares held by such Shareholder; provided, however, that such New Preferred Shares shall cease to be Registrable Shares: (a) when ADSs representing such Registrable Shares have been registered under the Securities Act, the Registration Statement in connection therewith has been declared effective and the Registrable Shares have been disposed of pursuant to and in the manner described in such effective Registration Statement; (b) when such Registrable Shares are no longer owned by such Shareholder or the transferee of all the Registrable Shares owned by such Shareholder; or (c) three years after the date on which such Shareholder may first sell such Registrable Shares under Rule 144 (but not Rule 144A) without any volume limitations.

“Registration Date” means the date the first registration statement pursuant to which the Company shall have initially registered preferred shares or ADSs representing preferred shares or any other equity interests of the Company under the Securities Act for sale to the public shall have been declared effective.

“Registration Statement” means any registration statement of the Company that registers any of the Registrable Shares or ADSs representing such Registrable Shares for resale under the Securities Act, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Restricted Period” has the meaning set forth in Section 5.1 hereof.

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“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto.

“SEC” means the United States Securities and Exchange Commission.

“Second Amended and Restated Registration Rights Agreement” has the meaning set forth in the preamble hereof.

“Securities Act” has the meaning set forth in the preamble hereof.

“Shareholders” has the meaning set forth in the preamble hereof.

“Shareholders’ Counsel” has the meaning set forth in Section 6(a)(ii) hereof.

“Subscription Agreement” means the Subscription Agreement dated as of the date of this Agreement among the Company and the Class B Shareholders.

“Transaction Documents” means this Agreement and the other agreements, instruments and documents contemplated hereby and thereby, including each exhibit hereto and thereto.

“US$” means the lawful currency of the United States of America.

“Warrant” means each warrant issued to the Class B Shareholders in the Private Placement representing the right to receive a number of Class A Preferred Shares.

1.2 RULES OF CONSTRUCTION. The term “this Agreement” means this registration rights agreement together with all schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to sections, schedules and exhibits mean the sections of this Agreement and the schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1.

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Section 2. DEMAND REGISTRATION.

(a) At any time after the six month anniversary of the Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares may on two occasions give the Company written notice (a “Demand Notice”) requiring the Company to file a Registration Statement covering the sale or distribution of, at such Shareholders’ option, either (x) ADSs representing the Registrable Shares owned by such Shareholders, or (y) in the event that the Company shall have previously registered under the Securities Act the sale to the public of preferred shares, the Registrable Shares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any reasonable and lawful method of distribution selected by them; and (ii) the Company shall within 10 days after receipt of such Demand Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, as applicable) that such Shareholders shall request the Company to include therein by written notice given to the Company no more than 20 days after receipt of such notice from the Company. The Company shall thereafter use its commercially reasonable efforts to effect the registration of the Registrable Shares (and/or ADSs representing any Registrable Shares owned by them, as applicable) identified by the Shareholders in the preceding clauses (i) and (ii) as soon as practicable, but in any event within 90 days from receipt of the Demand Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate the managing underwriter for such offering, subject to the approval of the Shareholders holding a majority of the Registrable Shares included referred to in the Demand Notice (such approval not to be unreasonably withheld).

(b) The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a); or (ii) any Registration Statement pursuant to Section 2(a) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which New Preferred Shares or ADSs representing New Preferred Shares are to be or were sold under the Securities Act (A) has been filed and not withdrawn or has been declared effective within the prior 180 days and (B) in connection with any such registration statement that has not been declared effective, the Company is in good faith using commercially reasonable efforts to cause such registration statement to become effective.

(c) With respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares (or any ADSs representing Primary Shares or Other Shares); provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing all Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration shall be included in the following order:

(i) first, the Registrable Shares (and/or ADSs representing Registrable Shares, as applicable) held by the Shareholders requesting that their Registrable Shares (or ADSs representing Registrable Shares, as applicable) be included in such registration pursuant to Section 2(a), pro rata based upon the number of Registrable Shares (or ADSs representing Registrable Shares, as applicable) owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders to be included in such underwriting shall not be reduced unless all Primary Shares and Other Shares (and/or ADSs representing Primary Shares and Other Shares, as applicable) are first entirely excluded from the underwriting;

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(ii) second, the Primary Shares; and

(iii) third, the Other Shares;

provided, however, that, a registration shall not be counted as “effected” for the purposes of this Section 2 and shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the underwriter’s cutback provisions in this clause (c), fewer than one-half of the total number of Registrable Shares or ADSs representing Registrable Shares, as applicable, that the Shareholders have requested to be included in such registration statement are actually included.

(d) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the SEC by written notice to the Company from those Shareholders who initiated the request; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the time of such rescission, the Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rescinded registration and such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of clause (i) of subsection (b).

Section 3. REGISTRATIONS ON FORM F-3 OR FORM S-3.

(a) Subject to Section 3(c), at such time as the Company shall have qualified for the use of Form F-3 or Form S-3 promulgated under the Securities Act or any successor form thereto: (i) Shareholders owning at least 35% of the then outstanding Registrable Shares may from time to time give the Company written notice (an “F-3/S-3 Notice”) requiring the Company to file a Registration Statement on Forms F-3 or Form S-3 covering the sale or distribution of, at such Shareholders’ option, either (x) ADSs representing the Registrable Shares owned by such

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Shareholders, or (y) in the event that the Company shall have previously registered under the Securities Act the sale to the public of any New Preferred Shares, the Registrable Shares owned by such Shareholders, in either case that are identified in the F-3/S-3 Notice in accordance with any reasonable and lawful method of distribution selected by them (other than an underwritten or similar offering); and (ii) the Company shall within 10 days after receipt of such F-3/S-3 Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares (or ADSs representing any Registrable Shares) owned by them that such Shareholders shall request the Company to include therein by written notice given to the Company no more than 20 days after receipt of such notice from the Company. The Company shall thereafter use its commercially reasonable efforts to effect the registration of such Registrable Shares (and/or ADSs representing such Registrable Shares) identified by the Shareholders in the preceding clauses (i) and (ii) as soon as practicable but in any event within 60 days from receipt of the F-3/S-3 Notice.

(b) The Company shall be obligated to use its commercially reasonable efforts to effect pursuant to Section 3(a) any registration under the Securities Act except that the Company shall not be obligated to effect any such registration initiated pursuant to Section 3(a) if: (i) the Company shall reasonably conclude that the anticipated gross offering price of all Registrable Shares (and/or ADSs representing all Registrable Shares) to be included therein would be less than US$25,000,000; (ii) such registration is requested within six months after a registered offering of the Company under the Securities Act in which any of the Shareholders were given the opportunity to participate and all of the Shareholders that shall have elected to participate in such registered offering were permitted to include, without cutback, more than 50% of the Registrable Shares so elected to be included therein by such Shareholders; or (iii) the Company shall have effected one or more Registration Statements on Form S-3 pursuant to this Section 3 during the preceding six-month period.

(c) A requested registration under this Section 3 may be rescinded prior to such registration being declared effective by the SEC by written notice to the Company from those Shareholders who initiated the request; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 3 for purposes of subclause (A) of clause (i) of subsection (b) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the time of such rescission, the Shareholders who initiated the request shall have learned of of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rescinded registration and such rescinded registration shall not count as a registration initiated pursuant to this Section 3 for purposes of subsection (a).

Section 4. PIGGYBACK REGISTRATION. If the Company at any time proposes, for any reason, to register any Primary Shares or Other Shares (or ADSs representing Primary Shares or

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Other Shares) under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to each Shareholder of its intention so to register such Primary Shares or Other Shares (or such ADSs) and, upon the written request, given within 20 days after delivery of any such notice by the Company, of any such Shareholder to include in such registration Registrable Shares (and/or ADSs representing such Registrable Shares) owned by such Shareholder (which request shall specify the number of the Registrable Shares (and/or ADSs) proposed to be included in such registration), the Company shall use its commercially reasonable efforts to cause all such Registrable Shares (and ADSs) to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if such registration is an underwritten offering and the managing underwriter advises the Company that the inclusion of all Primary Shares, Registrable Shares and Other Shares (or ADSs representing such Primary Shares, Registrable Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of the preferred shares (and/or ADSs representing such preferred shares) proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares (and ADSs representing the foregoing) proposed to be included in such registration shall be included in the following order:

(a) first, Primary Shares (or ADSs representing Primary Shares);

(b) second, Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders requesting that Registrable Shares (or ADSs representing Registrable Shares) be included in such registration, pro rata based upon the number of Registrable Shares owned by each such Shareholder at the time of such registration; and

(c) third, Other Shares (or ADSs representing such Other Shares) held by shareholders requesting that Other Shares (or ADSs representing such Other Shares) be included in such registration, pro rata based on the number of Other Shares owned by each such shareholder at the time of such registration of Other Shares (or among such shareholders in such other proportion as they shall otherwise agree).

Section 5. HOLDBACK AGREEMENT; COORDINATED TRANSFERS.

5.1 HOLDBACK. If the Company at any time shall register New Preferred Shares and/or ADSs representing New Preferred Shares under the Securities Act in an underwritten offering, the Shareholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than those Registrable Shares included in such registration pursuant to Sections 2, 3 or 4) without the prior written consent of the managing underwriters of such offering for a period (the “Restricted Period”) as shall be determined by the managing underwriters, which period cannot begin more than 7 days prior to the effectiveness of such registration and cannot last more than 90 days (180 days in the case of the Company’s Qualified IPO) after the effective date of such registration; provided, however, that the foregoing restrictions shall not apply with respect to any Shareholder, (x) in the event the managing underwriters in such offering shall agree, any shares of the capital stock of the Company purchased or otherwise acquired by such Shareholder in the open market following the

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initial public offering of the Company and (y) other than in the Company’s Qualified IPO, any registration in which, as a result of the underwriter cutback provisions of Section 2 and 4, such Shareholder was either excluded from the registration entirely or was only permitted to include in such registration less than 25% of the Registrable Shares or less than 25% of the ADSs representing such Registrable Shares, as applicable, requested by such Shareholder to be included therein. The foregoing provisions of this Section 5 shall only be applicable to the Shareholders if all officers, directors and selling shareholders of the Company enter into similar agreements. Neither the Company nor the underwriters in respect of such underwritten offering shall grant any discretionary waiver or termination of the restrictions of any or all of such agreements unless such waiver or termination shall apply, on a pro rata basis, to the New Preferred Shares held by the Shareholders.

5.2 SALES IN CERTAIN UNDERWRITTEN OFFERINGS. If at any time during the first year after expiration of the Restricted Period following the Company’s Qualified IPO any Shareholder shall sell any Registrable Shares (or ADSs representing Registrable Shares, as applicable) in any registered underwritten offering under the Securities Act, then the Shareholders shall each have a right to sell Registrable Shares (or ADSs representing Registrable Shares, as applicable) in such underwritten transaction in the same proportion as the number of Registrable Shares then owned by such Shareholder bears to the number of Registrable Shares then owned by all of Shareholders who desire to participate in such underwritten transaction (or in such other proportion as they shall otherwise agree).

Section 6. PREPARATION AND FILING.

(a) If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its commercially reasonable efforts to effect the registration of Registrable Shares or ADSs representing any Registrable Shares, the Company shall, as expeditiously as practicable:

(i) prepare and file with the SEC a Registration Statement that registers such Registrable Shares or ADSs representing such Registrable Shares and use its commercially reasonable efforts to cause such Registration Statement (or any post-effective amendment thereto) to become effective as promptly as practicable, and remain effective for a period of 120 days or until the distribution contemplated in such Registration Statement of all of such Registrable Shares (or such ADSs) have been completed (if earlier); provided, however, that: (A) such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Company, from selling any securities included in such registration; and (B) in the case of any registration of Registrable Shares or ADSs representing Registrable Shares on Form F-3 or Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 120 day period shall be extended for up to 180 days, if necessary, to keep the registration statement effective until all such Registrable Shares are sold;

(ii) furnish, at least three Business Days before filing, final drafts of a Registration Statement that registers Registrable Shares (or ADSs representing such

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Registrable Shares), a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by a Majority of Shareholders (the “Shareholders’ Counsel”) copies of all such documents proposed to be filed (it being understood that such three Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and not file any Registration Statement or amendment or supplement thereto that contains information relating to an Investor in a form to which such Investor reasonably objects in writing by the end of such period;

(iii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the lesser of the period required pursuant to clause (i) of this subsection (a) or until all of the Registrable Shares (or ADSs representing such Registrable Shares) have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Registrable Shares (or such ADSs);

(iv) notify the Shareholders’ Counsel promptly in writing (A) of any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto and the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares (or ADSs representing such Registrable Shares) for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;

(v) use its commercially reasonable efforts to register or qualify, or obtain exemption from the registration or qualification requirements for, Registrable Shares (or ADSs representing such Registrable Shares) under such other securities or blue sky laws of such jurisdictions as any seller of the Registrable Shares (or ADSs representing such Registrable Shares) reasonably requests and take any and all other measures and do all other things which may be reasonably necessary or advisable to enable such seller of the Registrable Shares (or ADSs representing Registrable Shares) to consummate the disposition thereof in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);

(vi) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Shares (or ADSs representing

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Registrable Shares) for sale in any jurisdiction and, if such an order or suspension is issued, use its commercially reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholders of the issuance of any such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;

(vii) furnish without charge to each seller of the Registrable Shares (or ADSs representing such Registrable Shares) such number of copies of a summary Prospectus or other Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such seller of the Registrable Shares (or ADSs representing Registrable Shares) may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares (or ADSs representing such Registrable Shares);

(viii) notify on a timely basis each seller of the Registrable Shares (or ADSs representing such Registrable Shares) at any time when a Prospectus relating to the Registrable Shares (or ADSs representing such Registrable Shares) is required to be delivered under the Securities Act within the appropriate period mentioned in clause (i) of this subsection (a) of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, promptly prepare and file a supplement or amendment to such Prospectus as may be necessary so that, as supplemented or amended, such Prospectus shall cease to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made;

(ix) make available for inspection by any seller of the Registrable Shares (or ADSs representing such Registrable Shares), any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other representative retained by any such seller or underwriter, all pertinent financial, business and other records and documents as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or other representative in connection with such Registration Statement; provided, however, that the obligation of the Company to make such records and information available to any such seller or underwriter or any attorneys, accountants or other representatives of any such seller or underwriter shall be subject to the receipt by the Company of a confidentiality agreement from such seller or underwriter, as the case may be, in form and substance reasonably satisfactory to the Company;

(x) use its commercially reasonable efforts to obtain from its independent certified public accountants a “comfort” letter in customary form and covering such matters of the type customarily covered by comfort letters;

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(xi) use its commercially reasonable efforts to obtain, from its counsel, an opinion or opinions in customary form;

(xii) obtain the approval of all Governmental Authorities and self-regulatory bodies as may be necessary to effect the registration of the Registrable Shares and consummate the disposition of such Registrable Securities pursuant to the Registration Statement;

(xiii) provide a transfer agent and registrar for all Registrable Shares or ADSs representing such Registrable Shares registered pursuant to this Agreement and request the registrar to provide a CUSIP number for all such Registrable Shares or ADSs representing such Registrable Shares, in each case not later than the effective date of such registration;

(xiv) list the Registrable Shares (or ADSs representing such Registrable Shares) on any United States national securities exchange on which any New Preferred Shares or ADSs representing New Preferred Shares are listed;

(xv) notify each Shareholder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(xvi) after such Registration Statement becomes effective, notify each Shareholder of any request by the SEC that the Company amend or supplement such registration statement or prospectus; and

(xvii) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Shares (or ADSs representing such Registrable Shares) contemplated hereby.

(b) Each holder of Registrable Shares that sells Registrable Shares (or ADSs representing the Registrable Shares) pursuant to a registration under this Agreement agrees that during such time as such seller may be engaged in a distribution of the Registrable Shares (or such ADSs), such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) distribute the Registrable Shares (or ADSs representing the Registrable Shares) under the Registration Statement solely in the manner described in the Registration Statement covering such Registrable Shares (or ADSs); and (ii) cease distribution of the Registrable Shares (or ADSs representing such Registrable Shares) pursuant to such Registration Statement upon receipt of written notice from the Company that the Prospectus covering the Registrable Shares (or ADSs representing the Registrable Shares) contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading.

Section 7. EXPENSES. All expenses incurred by the Company in complying with Section 6, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), fees and expenses of

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complying with securities and blue sky laws, printing expenses, fees and expenses of the Company’s counsel and accountants and fees, shall be paid by the Company. All expenses incurred by any Shareholder in connection with any sale of Registrable Shares (or ADSs representing Registrable Shares) under this Agreement, including, without limitation, such Shareholder’s pro rata share of all fees and expenses of Shareholders’ Counsel and the out-of-pocket expenses incurred by the Company for which the Shareholders are responsible, if any, pursuant to Sections 2(d) and 3(c), shall be paid by such Shareholder, except that the Company shall pay up to US$35,000 of the reasonable fees and expenses of Shareholders’ Counsel in three offerings pursuant to Section 2, 3 or 4.

Section 8. INDEMNIFICATION.

(a) In connection with any registration of Registrable Shares (or ADSs representing any Registrable Shares) under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the seller of such Registrable Shares (or ADSs), and each other Person, if any, who controls such seller and each officer, director, partner and member of any of the foregoing Persons, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which Registrable Shares (or ADSs representing such Registrable Shares) were registered, any preliminary Prospectus or final Prospectus contained therein, any amendment or supplement thereto, any free writing prospectus or any document incident to registration or qualification of Registrable Shares (or ADSs representing any Registrable Shares), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws, and the Company shall promptly reimburse such sellers, such controlling Persons and such officers, directors, partners and members for any reasonable legal or other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to any such Person to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said Registration Statement, preliminary Prospectus, amendment, supplement, free writing prospectus or document incident to registration or qualification of any Registrable Shares (or ADSs representing Registrable Shares) in reliance upon and in conformity with written information furnished to the Company by such Person, or a Person duly acting on its behalf, specifically for use in the preparation thereof; provided further, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary Prospectus but eliminated or remedied in the final Prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of any indemnified party from whom the Person asserting any loss, claim, damage, liability or expense

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purchased Registrable Shares (or ADSs representing the Registrable Shares) which are the subject thereof, if a copy of such final Prospectus had been timely made available to such Indemnified Person and such final Prospectus was not delivered to such Person with or prior to the written confirmation of the sale of Registrable Shares (or ADSs representing such Registrable Shares) to such Person.

(b) In connection with any registration of Registrable Shares (or ADSs representing Registrable Shares) under the Securities Act pursuant to this Agreement, each seller of Registrable Shares (or ADSs representing Registrable Shares) shall, severally and not jointly, indemnify and hold harmless the Company, each other seller of Registrable Shares (or ADSs representing Registrable Shares) under such registration, each Person who controls any of the foregoing Persons within the meaning of the Securities Act and each officer, director, partner and member of any of the foregoing Persons, against any losses, claims, damages or liabilities to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which Registrable Shares (or ADSs representing such Registrable Shares) were registered, any preliminary Prospectus or final Prospectus contained therein, any amendment or supplement thereto, any free writing prospectus or any document incident to registration or qualification of any Registrable Shares (or ADSs representing Registrable Shares), if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller or a Person duly acting on its behalf specifically for use in connection with the preparation of such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each seller of Registrable Shares (or ADSs representing Registrable Shares), to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Shares (or ADSs representing Registrable Shares) effected pursuant to such registration.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 8, such indemnified party will, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action; provided however, that an indemnified party’s failure to give such notice in a timely manner shall only relieve the indemnification obligations of an indemnifying party to the extent such indemnifying party is prejudiced or harmed by such failure. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (it is understood and agreed that Shearman & Sterling LLP is reasonably acceptable to the Shareholders provided that a non-waivable conflict shall not then exist with respect to Shearman & Sterling LLP and such indemnified party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to

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such indemnified party that conflict with those available to the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the reasonably incurred fees and expenses of any one lead counsel (plus one local counsel) retained by the indemnified party in connection with the matters covered by the indemnity agreement provided in this Section 8. If the defense is assumed by the indemnifying party, the indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected by the indemnified party without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, claim or proceeding.

(d) If, other than for the reason set forth in the proviso to the first sentence in Section 8(c), the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage or liability referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage or liability as well as any other relevant equitable considerations; provided, however, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Shares (or ADSs representing Registrable Shares), to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Shares (or ADSs representing Registrable Shares) effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Further, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 9. UNDERWRITING AGREEMENT.

(a) Notwithstanding the provisions of Sections 5, 6 and 8, to the extent that the Shareholders selling Registrable Shares (or ADSs representing Registrable Shares) in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in such Sections of this Agreement (it is understood and agreed that, for purposes of this clause (a), any indemnification provisions in any such underwriting or similar agreement that does not provide for the indemnification by the Company of a seller of Registrable Shares (or ADSs representing Registrable Shares) and other Persons or the indemnification by the seller of Registrable Shares (or ADSs representing

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Registrable Shares) of the Company and other Persons shall not supersede Section 8(a) or 8(b) above), the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement.

(b) If any registration pursuant to Sections 2 or 3 is requested to be an underwritten offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the underwriters thereof. The Company shall be entitled to receive indemnities from lead institutions, underwriters, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution.

(c) No Shareholder may participate in any registration hereunder that is underwritten unless such Shareholder agrees to (i) sell Registrable Shares (or ADSs representing such Shareholder’s Registrable Shares) proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Company and the Majority of Shareholders and (ii) as expeditiously as possible, notify the Company of the occurrence of any event concerning such Shareholder as a result of which the Prospectus relating to such registration contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 10. SUSPENSION. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each holder of Registrable Shares (or ADSs representing Registrable Shares) to which a Prospectus relates, delay, for up to 90 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in, or proposes to engage in, a Material Transaction; or (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans provided, however, that: (x) the Company may not invoke this right more than once in any 12 month period; and (y) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision.

Section 11. INFORMATION BY HOLDER. Each holder of Registrable Shares (or ADSs representing Registrable Shares) to be included in any registration shall furnish to the Company and the managing underwriter such written information regarding such holder and the distribution proposed by such holder as the Company or the managing underwriter may reasonably request in writing at least four Business Days prior to the first anticipated filing date of a Registration

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Statement and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Sections 2, 3 and 4 with respect to any particular holder are conditioned on the timely provisions of the foregoing information by each such holder and, without limitation of the foregoing, will be conditioned on compliance by each such holder with the following:

(a) each such holder will, and will cause its Affiliates to, cooperate with the Company as reasonably requested by the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, such holder will and will cause its Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information reasonably requested by the Company regarding itself and its Affiliates and such other information as may reasonably be requested by the Company or required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the Registrable Shares (or ADSs representing the Registrable Shares) owned by such holder and to maintain the currency and effectiveness thereof;

(b) each such holder shall, and it shall cause its Affiliates to, supply to the Company, its representatives and agents in a timely manner any information regarding itself and its Affiliates as the Company, its representatives or agents may be reasonably requested to provide in connection with the offering or other distribution of Registrable Shares (or ADSs representing Registrable Shares) by such holder; and

(c) on receipt of written notice from the Company upon the occurrence of any of the events specified in Section 10, or that requires the suspension by such holder and its Affiliates of the distribution of any Registrable Shares (or ADSs representing the Registrable Shares) owned by such holder pursuant to applicable law, then such holder shall, and it shall cause its Affiliates to, cease offering or distributing such Registrable Shares (or ADSs representing the Registrable Shares) owned by such holder until the offering and distribution of Registrable Shares (or ADSs representing the Registrable Shares) owned by such holder may recommence in accordance with the terms hereof and applicable law.

Section 12. RULE 144 REPORTING. From and after the Registration Date or such earlier date as a registration statement filed by the Company pursuant to the Exchange Act relating to any class of the Company’s securities shall have become effective, the Company shall comply with the public information reporting requirements of the SEC that are conditions to the availability of Rule 144 for the sale of Registrable Shares (or ADSs representing the Registrable Shares). The Company shall cooperate with each Shareholder in supplying such information as may be necessary for such Shareholder to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of Rule 144. From and after the Registration Date, the Company shall furnish to any Shareholder, so long as the Shareholder owns any Registrable Shares, forthwith upon request (a) to the extent accurate, a written statement by the Company that it has complied with the “current public information” requirements under clause (c) of Rule 144 (at any time after 90 days after Registration Date); (b) a copy of the most recent annual or quarterly report of the Company and other reports and documents filed by the Company after the date of such annual report; and (c) such other

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information as may be reasonably requested in availing any Shareholder of any SEC rule or regulation that permits the selling of any such securities without registration under the Securities Act.

Section 13. TERMINATION. This Agreement shall terminate and be of no further force or effect when there shall not be any Registrable Shares; provided however, that Sections 7 and 8 shall survive the termination of this Agreement.

Section 14. MISCELLANEOUS.

14.1 NOTICES. All notices or other communications required or permitted hereunder shall be given in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, facsimile or e-mail (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address, facsimile number or e-mail address set forth below or such other address, facsimile number or e-mail address as such party may hereafter specify by notice to the other parties hereto given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile (or, if delivered or transmitted after normal business hours, on the next Business Day) or e-mail or like transmission, on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail:

if to the Company, to:

Azul S.A. Edifício Jatobá, 8th floor Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri, SP, Brazil 06460-040
Attention:	Renato Covelo
E-mail Address: renato.covelo@voeazul.com.br
Telephone:	+55 11 4134-9882
Facsimile:	+55 11 4134-9890
with a copy to:
Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022, U.S.A.
Attention:	Stuart K. Fleischmann
E-mail Address: sfleischmann@shearman.com
Telephone:	+1 (212) 848-7527
Facsimile:	+1 (646) 848-7527

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and a copy to:
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Alameda Joaquim Eugênio de Lima, 447 São Paulo, SP, Brazil, 01403-001
Attention:	Jean Marcel Arakawa
E-mail Address: jarakawa@mattosfilho.com.br
Telephone:	+55 11 3147-2821
Facsimile:	+55 11 3147-7770

If to a Shareholder, to its address on a signature page hereto or, if none, in the books of the Company.

14.2 ASSIGNMENT. Except as otherwise expressly provided herein, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any individual), successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Shareholder without the prior written consent of the Company; provided, further, however, that, notwithstanding the provisions of the foregoing proviso, to the extent that any Shareholder transfers any securities of the Company to any transferee in a transaction that does not violate the Class B Shareholders Agreement and is otherwise permissible under applicable law, such Shareholder may transfer and assign, without the prior written consent of the Company, any of its rights, interests or obligations hereunder with respect to any such securities hereunder to such transferee. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

14.3 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties and their respective Affiliates with respect to the transactions contemplated hereby and supersedes and cancels all prior written or oral commitments, arrangements or understandings with respect thereto. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth in this Agreement.

14.4 MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement may not be modified or amended except by an instrument or instruments in writing that expressly states that it is modifying or amending this Agreement and that is signed by the Company and the holders of a majority of the New Preferred Shares owned by the Shareholders at the time of such modification or amendment. Any party hereto (or the holders of a majority of the New Preferred Shares then owned by the Shareholders) may, only by an instrument in writing that expressly states that it is waiving compliance with this Agreement, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. Notwithstanding the foregoing, the terms and conditions of this Agreement as they apply to any investor in any of the Company’s securities or related parties may not be modified or amended in any manner that is material adverse to such investor without the prior written consent of such investor. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The

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waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

14.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 14.5, provided that receipt of copies of such counterparts is confirmed.

14.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK THAT APPLY TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE.

14.7 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. Each party to this Agreement, for itself and its Affiliates, hereby irrevocably and unconditionally:

(a) (i) agrees that any suit, action or proceeding instituted against it by any other party with respect to this Agreement may be instituted, and that any suit, action or proceeding by it against any other party with respect to this Agreement shall be instituted, only in the courts of the State of New York, located in New York County or the U.S. District Court for the Southern District of New York (and appellate courts from any of the foregoing) as the party instituting such suit, action or proceeding may in its sole discretion elect, (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it by any other party and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law;

(b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 14.7(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Company or the applicable Shareholder, as the case may be, at the addresses for notices pursuant to Section 14.1 (with copies to such other Persons as specified therein); provided, however, that: (i) the Company agrees that the documents which start any proceedings and any other documents required to be served in relation to those proceedings may be served on it by being delivered to National Corporate Research, Ltd. or, if different, its registered office for the time being, and if such Person is not or ceases to be effectively appointed to accept service of process on behalf of the Company, the Company shall, appoint a further person in New York to accept service of process on its behalf and, failing such appointment within 30 days, the Shareholders jointly shall be entitled to appoint such a person by written notice addressed to the Company and delivered to the Company; provided, however, that a copy of any such documents shall in each instance be delivered to Shearman & Sterling LLP at its address and fax number set forth in Section 14.1; and (ii) nothing contained in this Section 14.7 shall affect the right of the Company or any Shareholder to serve process in any other manner permitted by law;

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(c) (i) waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in Section 14.7(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or claim either of the foregoing;

(d) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY; and

(e) to the extent it has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, or its property, hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement.

14.8 SEVERABILITY. To the fullest extent permissible under applicable law, the parties hereto hereby waive any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. Such parties further agree that any provision of this Agreement which, notwithstanding the preceding sentence, is rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (a) if such provision is rendered or held invalid, illegal or unenforceable in such jurisdiction only as to a particular Person or Persons or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons or under such particular circumstance or circumstances, as the case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective only as to such jurisdiction and only to the extent of such invalidity, illegality or unenforceability, and such invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or unenforceable such provision in any other jurisdiction; and (c) without limitation of clause (a) or (b), such ineffectiveness shall not render invalid, illegal or unenforceable this Agreement or any of the remaining provisions hereof.

14.9 NO PRESUMPTION. With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

14.10 NO THIRD PARTY BENEFICIARY. Except for the Persons indemnified pursuant to Section 8(a) or 8(b), this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except that any nominee holding Class B Shares or New Preferred Shares beneficially for an Investor may enforce this Agreement as if it

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were the Class B Shareholder, provided, however, that (i) the name of any such nominee shall be previously disclosed to the Company in writing, and (ii) such nominee will have no investment discretion with respect to the Class B Shares or New Preferred Shares and such Investor will remain the beneficial owner of the Class B Shares or New Preferred Shares for all purposes.

14.11 NON-RECOURSE. No past, present or future director, officer, employee, incorporator, member, manager, partner, shareholder, Affiliate, agent, attorney, consultant, representative or principal of the Company or any Affiliate of the Company shall have any liability for any liabilities of the Company under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

14.12 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges that the others would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements set forth in this Agreement were not performed in accordance with its terms and therefore, each of the parties agrees that the others shall be entitled to specific performance, injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond).

14.13 BUSINESS DAYS. If any date provided for in this Agreement shall fall on a day that is not a Business Day, the date provided for shall be deemed to refer to the next Business Day.

14.14 ELECTRONIC EXECUTION. Delivery of an executed counterpart of a signature page of this Agreement and any other Transaction Document by telecopy or electronic format (including pdf) shall be effective as delivery of a manually executed counterpart of this Agreement or other Transaction Document.

14.15 CAPTIONS. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

[The next page is the signature page]

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The parties have executed and delivered this Third Amended and Restated Registration Rights Agreement as of the date first written above.

AZUL S.A.
By:	/s/ Renato Covelo
	Name:	Renato Covelo
	Title:	Attorney-In-Fact

[Shareholder signature pages begin on the next page]

Fidelity Mt. Vernon Street Trust: Fidelity
Growth Company Fund
By:	/s/ Kenneth Robins
	Name:	Kenneth Robins
	Title:	Treasurer
Address:
Ball & Co
C/o Citibank N.A/Custody
IC&D Lock Box
P.O Box 7247-7057
Philadelphia, P.A 19170-7057
Account #: 206681
Email: fidelity.tpacd@citi.com
Fax number: 813-604-1415

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

Fidelity Securities Fund: Fidelity Blue Chip
Growth Fund
By:	/s/ Kenneth Robins
	Name:	Kenneth Robins
	Title:	Treasurer
Address:
Ball & Co
C/o Citibank N.A/Custody
IC&D Lock Box
P.O Box 7247-7057
Philadelphia, P.A 19170-7057
Account #: 849453
Email: fidelity.tpacd@citi.com
Fax number: 813-604-1415

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

WP — NEW AIR, LLC
By:	/s/ Therese Mrozek
	Name:	Therese Mrozek
	Title:	Authorized Signatory
Address:
c/o Weston Presidio
One Ferry Building, Suite 350
San Francisco, CA 94111-4226
Fax No.: (415) 398-0770
E-mail Address: tmrozek@westonpresidio.com
Attention: Therese Mrozek

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

AZUL HOLDCO LLC
By:	/s/ Aryeh Davis
Name:	Aryeh Davis
Title:	Authorized Signatory
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.:
E-mail Address: aryeh@pequotcap.com
Attention: Aryeh Davis

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

MARACATU, LLC
By:	/s/ Daniel S. Peterson
	Name:	Daniel S. Peterson
	Title:	President
Address:
2825 East Cottonwood Parkway, Suite 400
Salt Lake City, UT 84121
Fax No.: (801) 365-0181
E-mail Address: dan@petersonpartnerslp.com
Attention: Daniel Peterson

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

GIF MERCURY LLC
By:	/s/ Luiz Henrique Fraga
	Name:	Luiz Henrique Fraga
	Title:	Officer
Address:
Gávea Investimentos Ltda.
Av. Ataulfo de Paiva, nº 1.100, 7º andar, Leblon
22440-035, Rio de Janeiro, RJ, Brasil
E-mail: emeyn@gaveainvest.com.br
Attention: Christopher Meyn with a copy to:
Gávea Investimentos Ltda.
Av. Ataulfo de Paiva, nº 1.100, 7º andar, Leblon
22440-035, Rio de Janeiro, RJ, Brasil
Attention: Luiz Henrique Fraga
GIF II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
By:	/s/ Luiz Henrique Fraga
	Name:	Luiz Henrique Fraga
	Title:	Officer
Address:
Gávea Investimentos Ltda.
Av. Ataulfo de Paiva, nº 1.100, 7º andar, Leblon
22440-035, Rio de Janeiro, RJ, Brasil
E-mail: emeyn@gaveainvest.com.br
Attention: Christopher Meyn with a copy to:
Gávea Investimentos Ltda.
Av. Ataulfo de Paiva, nº 1.100, 7º andar, Leblon
22440-035, Rio de Janeiro, RJ, Brasil
Attention: Luiz Henrique Fraga

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

ZDBR LLC
By:	/s/ Kevin Cannon
	Name:	Kevin Cannon
	Title:	CEO of Manager
Address:
c/o Zweig-DiMenna Associates, Inc.
900 Third Avenue, 31st Floor
New York, NY 10022
Fax No.: (212) 451-1450
E-mail Address:
KCannon@zweig-dimenna.com
Attention: Kevin Cannon

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

CIA BOZANO
By:	/s/ Sergio Eraldo de Salles Pinto		/s/ Lucianne Nigri Finkelsztain
	Name:	SERGIO ERALDO DE SALLES PINTO	Lucianne Nigri Finkelsztain
	Title:	Presidente	Diretora
Address:
Rua Visconde de Ouro Preto nº 5 – 11 andar
Botafogo – Rio de Janeiro, RJ Brasil
CEP: 22250-180
Fax No.: (55) (21) 3237-9129

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

KADON EMPREENDIMENTOS S.A.
By:	/s/ Francisco José Teixeira Fernandes		/s/ Sergio Eraldo de Salles Pinto
	Name:	Francisco José Teixeira Fernandes	SERGIO ERALDO DE SALLES PINTO
	Title:	Diretor	Presidente
	CPF 758.535.317-00

Address:
Rua Visconde de Ouro Preto nº 5 – 11 andar
Botafogo – Rio de Janeiro, RJ Brasil
CEP: 22250-180
Fax No.: (55) (21) 3237-9129
E-mail Address:	eraldo@bozano.com.br
	lnigri@bozano.com.br

BOZANO HOLDINGS LTD.
By:	/s/ Sergio Eraldo de Salles Pinto
	Name:	SERGIO ERALDO DE SALLES PINTO
	Title:	Presidente

Address:
Rua Visconde de Ouro Preto nº 5 – 11 andar
Botafogo – Rio de Janeiro, RJ Brasil
CEP: 22250-180
Fax No.: (55) (21) 3237-9129
E-mail Address:	eraldo@bozano.com.br
	lnigri@bozano.com.br

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

/s/ David Neeleman

DAVID NEELEMAN

Address:

Alameda Surubiju, nº 2.010/2.050, parte, Bloco A,

Alphaville, Centro Industrial e Empresarial,

Barueri, SP

Fax No.: (5511) 4134-9890

Attention: David Neeleman

/s/ Gianfranco Zioni Beting

GIANFRANCO ZIONI BETING

Address:

Rua Eliseu Visconti

188 - Morumbi

Fax No.: (5511) 3758-9076

Attention: Gianfranco Zioni Beting

/s/ Regis Da Silva Brito

REGIS DA SILVA BRITO

Address:

Rua Olinda Muller 1686

Taquara - RS

Fax No.: (51) 3541-5490

Attention: Regis Da Silva Brito

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 1 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: David Neeleman
SALEB II FOUNDER 2 LLC
By:	/s/ Gerald B. Lee
	Name:	GERALD B. LEE
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Gerald B. Lee

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 3 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Thomas Eugene Kelly
SALEB II FOUNDER 4 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (206) 361-7290
Attention: Tom Anderson

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 5 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (718) 709-3600
Attention: Carol Elizabeth Archer
SALEB II FOUNDER 6 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 770-3090
Attention: Cindy England

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 7 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (301) 279-9728
Attention: Robert Land
SALEB II FOUNDER 8 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (44) 1428-685965
Attention: Robert Milton

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 9 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 363-4968
Attention: Mark Neeleman
SALEB II FOUNDER 10 LLC
By:	/s/ Marlon Yahir Ramirez
	Name:	Marlon Yahir Ramirez
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 990-3097
Attention: Marlon Ramirez

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 11 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: John Rodgerson
SALEB II FOUNDER 12 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (203) 966-2740
Attention: Maximilian Urbahn

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 13 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (801) 365-0181
Attention: Joel Peterson
SALEB II FOUNDER 14 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Amir Nasruddin

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

SALEB II FOUNDER 15 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: Jason Ward
SALEB II FOUNDER 16 LLC
By:	/s/ John Rodgerson
	Name:	John Rodgerson
	Title:	Manager
Address:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle
Delaware 19801
Fax No.: (11) 4134-9890
Attention: John Daly

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

JJL BRAZIL, LLC
By:	/s/ James J. Liautaud
	Name:	JAMES J LIAUTAUD
	Title:	MANAGER
Address:
2212 Fox Drive
Champaign, IL 61820
Fax No.: (217) 359-2956
E-mail Address:
Attention: Nic Mueth

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

MORRIS AZUL, LLC
By:	/s/ June M. Morris
	Name:	JUNE M. MORRIS
	Title:	MANAGER
Address:
4277 Park Terrace Drive
Salt Lake City, UT 84124
Fax No.: (801) 273-7734
E-mail Address:

Attention:	June M. Morris
	G. Mitchell Morris

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

/s/ John Rodgerson

MIGUEL DAU

Address:

Corporation Trust Center

1209 Orange Street

Wilmington, New Castle

Delaware 19801

Fax No.: (11) 4134-9890

Attention: Miguel Dau

/s/ John Rodgerson

JOÃO CARLOS FERNANDES

Address:

Alameda Rosas, 231

Norada das Flores

Aldeia da Serra, Santana do Parnaiba

São Paulo

Fax No.:

Attention: João Carlos Fernandes

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

STAR SABIA LLC
By:	/s/ Ronald Cami
	Name:	Ronald Cami
	Title:	Vice President & Secretary
Address:
c/o TPG Capital, L.P.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Fax No.: (817) 871-4001
Attention: General Counsel

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

/s/ Carolyn Trabuco

CAROLYN TRABUCO

Address:

221 Sherwood Farm Rd

Fairfield, CT 06824 USA

Fax No.: 203-255-6509

Attention: John Rodgerson

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

/s/ Sergio Eraldo Sales Pinto

SERGIO ERALDO SALES PINTO

Address:

Rua Visconde de Ouro Preto nº 5 – 11 andar

Botafogo – Rio de Janeiro, RJ Brasil

CEP: 22250-180

Fax No.: (55) (21) 3237-9129

E-mail Address: eraldo@bozano.com.br

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

TRIP PARTICIPAÇÕES S.A.
By:	/s/ Renan Chieppe	By:	/s/ Jose Mario Caprioli Santos
Name:	Renan Chieppe	Name:	JOSE MARIO CAPRIOLI SANTOS
Title:	DIRECTOR	Title:
Address:
Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901
Cidade de Cariacica, Estado do Espírito Santo, Brasil
E-mail address: ricardov@aguiabranca.com.br
TRIP INVESTIMENTOS LTDA.
By:	/s/ Renan Chieppe	By:	/s/ Jose Mario Caprioli Santos
Name:	Renan Chieppe	Name:	JOSE MARIO CAPRIOLI SANTOS
Title:	DIRECTOR	Title:
Address:
Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901
Cidade de Cariacica, Estado do Espírito Santo, Brasil
E-mail address: ricardov@aguiabranca.com.br
RIO NOVO LOCAÇÕES LTDA.
By:	/s/ Nilton Chieppe	By:	/s/ Decio Luiz Chieppe
Name:	Nilton Chieppe	Name:	Decio Luiz Chieppe
Title:	DIRECTOR	Title:	Director
Address:
Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901
Cidade de Cariacica, Estado do Espírito Santo, Brasil
E-mail address: ricardov@aguiabranca.com.br

[Shareholder Signature Page to Third Amended and Restated Registration Rights Agreement]

EX-4.5

Exhibit 4.5

FORM OF 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 [—]

SHAREHOLDERS’ AGREEMENT

This Shareholders Agreement (“Agreement”) is entered into by and among the following parties:

On one side,

(a) TRIP PARTICIPAÇÕES S.A., a corporation, with head office in the City of Cariacica, State of Espirito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29.145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(b) TRIP INVESTIMENTOS LTDA.., a limited liability company, with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, nº 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”); and

(c) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espirito Santo, at Rodovia BR 262, Km 6,3, Sala 208,, CEP 29.157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações and TRIP Investimentos, the “TRIP’s Shareholders”); and

On the other side,

(d) DAVID GARY NEELEMAN, Brazilian, married, bearer of RG no. 53.031.273-6 SSP/SP, registered in the CPF/MF under no. 744573731-68, undersigned (“Neeleman” and, together with TRIP’s Shareholders “Shareholders” or “Parties” and each individually a “Shareholder” or “Party” as appropriate), and

And in the capacity of intervening and consenting party,

(e) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Alameda Surubiju, Nos. 2010 and 2050, Block A, suite 21, Alphaville Industrial, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by its undersigned legal representatives (the “Company”),

PREAMBLE

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”).

WHEREAS the Merger of Shares was effectually executed and formalized as of [-] 2012, and after several adjustment operations in the exchange ratio of shares of the Company, pursuant to the terms of the Investment Agreement, as well as the conversion of several classes of preferred and common shares previously intended for a single class of common and preferred shares, to those currently existing, the Shareholders have become, on this date, holders of the following proportion of Shares of the Company:

Shareholder

Common Shares

Percentage of Common Shares (%)

Preferred Shares

Percentage of Preferred Shares (%)

Neeleman

[—

]

[—

]

[—

]

[—

]

TRIP Participações

[—

]

[—

]

[—

]

[—

]

TRIP Investimentos

[—

]

[—

]

[—

]

[—

]

Rio Novo

[—

]

[—

]

[—

]

[—

]

TOTAL

[—

]

100

%

[—

]

[—

]

WHEREAS the Company held on [-] its Initial Public Offering of Shares (“IPO”), and pursuant to section 4.5 of the Investment Agreement, the Parties have assumed the reciprocal obligation to enter into this Agreement for the purpose of assigning TRIP’s Shareholders certain and specific rights, to take effect only after the completion of the IPO,

NOW, THEREFORE, the Shareholders, pursuant to and for the purposes and effects of Article 118 of the Corporations Law, agree to enter into this Agreement, which shall bind the Company, and shall be governed by the following clauses and conditions:

SECTION I

DEFINED TERMS AND INTERPRETATION

1.1. For the purposes of this Agreement:

(a) headings and titles shall not limit or affect in any way the interpretation of the text, serving only for convenience and reference;

(b) the terms “include”, “including” and similar shall be interpreted as if they were accompanied by the phrase “without limitation”;

(c) capitalized terms shall be interpreted and shall have the meaning set forth throughout this Agreement, and shall equally apply to the singular and plural, masculine and feminine;

(d) references to any documents or instruments include all of its addendums, restatements, consolidations and amendments, except as otherwise expressly provided;

(e) references to legal provisions shall be interpreted as references to such provisions as altered, extended, consolidated or restated, or as their application is changed from time to time by other norms, and shall include any provisions from which they originate (with or without amendments) and any decisions, regulations, instruments or other legal norms subordinated thereto;

(f) except as otherwise provided, references to Chapters, Sections, Subsections, Items and Exhibits refer to chapters, sections, subsections, items and exhibits attached to this Agreement.

For the purposes of this Agreement:

(a) “Common Shares” means the common shares issued by the Company;

(b) “Preferred Shares” means the preferred shares issued by the Company;

(c) “Affiliate” shall mean, (a) in connection to a legal entity, (i) any individual or other entity holding, directly or indirectly, control of such entity, (ii) any entity Controlled, directly or indirectly, by such person, or (iii) any entity directly or indirectly under common Control of such person; and (b) in connection to an individual, (i) his direct descendent provided he/she is Brazilian, (ii) any entity that, directly or indirectly, is Controlled by the referred individual, the individual’s spouse, ascendants, descendants or direct relatives up to the second degree.

(d) “Independent Director” shall mean the Director that (a) has no connection to the Company and its Affiliates; (b) is not a controlling shareholder, a minority shareholder, spouse or relative up to the second degree of the director, and is not, nor has been, for the 3 (three) preceding years, an employee of any company or entity related to the controlling shareholder or to the minority shareholder (except for those persons connected to public schools and/or research institutions); (c) has not been, for the last 3 (three) years, an employee or officer of the

Company and its Affiliates, or an employee or officer of the controlling shareholder, the minority shareholder or any entity Controlled by the Company; (d) is not a supplier or buyer, directly or indirectly, of the Company’s services and/or products, to the extent that such may undermine the foregoing’s independence; (e) is not an employee, officer or director of any company or entity that offers or demands services and/or products from/to the Company; (f) is not the spouse or relative up to the second degree of any officer or director of the Company; and (g) does not receive any remuneration from the Company, other than that connected to the position of director (except for income resulting from interest rights in the share capital).

(e) “Subsidiary” means, in connection to the Company, the companies in which the Company exercises Control;

(f) “Control” means, subject to the legal definition of control set forth under Article 116 of the Corporations Law: (i) the power to elect a majority of officers and to determine and carry out the policies and management of the entity in question, alone or together with other individuals involved in a shareholders agreement or similar voting agreement or under common control, or (ii) the direct or indirect ownership of at least 50% (fifty percent) plus 1 (one) share / quota of total voting capital of the entity in question. Terms derived from Control, such as “Controlled”, “Controller” and “under common Control” shall have a meaning analogous to Control.

SECTION II

BOUND SHARES AND EXERCISE OF VOTING RIGHTS

2.1. All Common Shares Held by Shareholders (“Bound Common Shares”) and all Preferred Shares held by Shareholders Shall be Bound to this Agreement.

2.2. The Shareholders are bound to exercise their voting right pertaining to the Shares at the General Meetings of the Company in order to comply with terms and conditions hereof.

SECTION III

BYLAWS

3.1. In case of conflict or inconsistency between this Agreement and the Bylaws of the Company, this Agreement shall supersede, and the Shareholders shall, at the first General Meeting of the Company to be held after the identification of the conflict, which shall be called and conducted within 30 (thirty) days following the identification of the referred conflict, alter the wording of the Bylaws in order to eliminate the identified conflict. In the event that such occurs, any Shareholder may call a General Meeting for such purpose.

SECTION IV

CORPORATE GOVERNANCE

4.1. Composition of the Board of Directors. The Company shall be managed by the Board of Directors and by the Management. The Board of Directors of the Company shall consist of 10 (ten) members and their respective alternates, at least two of them qualified as Independent Directors, with a unified term of 2 (two) years, elected by the General Meeting of the Company, reelection to be allowed. The Directors shall hold office until the election and investiture of their alternates, except in case of resignation during the term of office.

4.2. Appointment of Directors by TRIP’s Shareholders. (a) As long as TRIP’s Shareholders hold, together, at least 20% (twenty percent) of the Bound Common Shares, TRIP’s Shareholders shall have the prerogative to: (i) appoint 3 (three) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (b) If TRIP’s Shareholders hold together at least 10% (ten percent) of the Bound Common Shares, but less than 20% (twenty percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint 2 (two) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (c) If TRIP’s Shareholders hold together at least 5% (five percent) of the Bound Common Shares, but less than 10% (ten percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the member appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above.

4.2.1. The persons appointed by TRIP’s Shareholders to hold office on the Board of Directors of the Company, pursuant to the terms of Section 4.2 above, will not necessarily need, as a condition of their office, to qualify as Independent Directors.

4.2.2 Neeleman may remove the members of the Board of Directors appointed by TRIP’s Shareholders, if, after being nominated, these directors present conflict of interest with the Company and upon notice submitted by Neeleman to TRIP’s

Shareholders. TRIP’s Shareholders shall upon the receipt of such notification, appoint a new director. Nevertheless, Neeleman shall not exercise this prerogative while the three directors appointed by TRIP’s Shareholders are Mr. Décio Luiz Chieppe, Renan Chieppe or José Mário Caprioli dos Santos.

4.3 Appointment of Directors by Neeleman. Subject to section 4.3.2, while TRIP Shareholders still have the right to appoint one or more directors according to Section 4.2 above, Neeleman has the prerogative to (i) appoint the remaining members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any members appointed in accordance with subparagraphs (i) and (ii) above

4.3.1. In the event that the other holders of Common Shares or Preferred Shares exercise their right pursuant to Article 141 of the Corporations Law, it is agreed that the number of directors elected by such shareholders shall be deducted from the number of directors to which Neeleman has the right to appoint pursuant to Section 4.3 above.

4.3.2. Among the members of the Board of Directors appointed by Neeleman, pursuant to terms of Section 4.3 above, (i) at least 2 (two) shall qualify as Independent Directors; and (ii) at least one shall be appointed to Neelamn by the shareholder holding the largest number of Preferred Shares (“Largest Shareholder of Preferred Shares”) . In the event the Largest Shareholder of Preferred Shares, for any reason, does not appoint a member to the Board of Directors of the Company in accordance with Section 4.3.2, Neelamn shall request that the shareholder holding the second largest number of Preferred Shares (“Second Largest Shareholder of Preferred Shares”) appoints a member o the Board of Directors of the Company. In the event, the Second Largest Shareholder of Preferred Shares fails to appoint for any reason a member o the Board of Directors of the Company, Neeleman shall request that the shareholder holding the third largest number of Preferred Shares appoints a member of the Board of Directors of the Company, consecutively, until a holder of Preferred Shares (excluding Neeleman) appoint a member of the Board of Directors.

4.4. Resolutions of the General Meeting. Except for matters for which the holders of Preferred Shares hold the right to vote, in accordance with the Bylaws, all other decisions of General Meetings of the Company shall be made by the affirmative vote of holders of at least the majority of Common Shares.

4.4.1. Notwithstanding the provisions of Clause 4.4 above, as long as TRIP’s Shareholders hold, together, at least 5% (five percent) of the Common Shares, any changes to the Bylaws of the Company that, by amending the items listed below, may materially affect the rights of TRIP’s Shareholders, shall necessarily be approved by a majority of TRIP’s Shareholders:

(i) the quorum required for decisions of the Board of Directors;

(ii) the powers of the Board of Directors of the Company; or

(iii) the rules for calling, installing or reducing powers and other provisions regarding the meetings of the Board of Directors.

4.4.2. Notwithstanding Section 4.4 above, as long as TRIP’s Shareholders hold at least 5% (five percent) of the Bound Common Shares, any changes to the Bylaws of the Company that change the total number of directors of the Company’s Board of Directors, which must remain composed of ten (10) members, must necessarily be approved by a majority of TRIP’s Shareholders.

4.4.2.1. The section above shall not apply in the case of an increase in the number of directors of the Company where TRIP’s Shareholders’ representation on the Board is maintained in the same proportion.

4.5. Shareholders are obligated to vote with their Shares in order to elect the members that are to join the Board of Directors, in accordance with the provisions of Clauses 4.2 and 4.3 above.

4.6. No individual bound (including as an investor, manager, officer, employee, consultant or representative) to any competitor of the Company and/or its subsidiaries may be elected to join the Board of Directors of the Company, except for the case of an individual bound (including as an investor, manager, officer, employee, consultant or representative) to a Shareholder or any of its Affiliates.

SECTION V

TRANSFER OF SHARES

5.1 TRIP’s Shareholders’ Tag-Along Right. In the event that Neeleman intends to transfer a portion of the Bound Shares, he shall notify TRIP’s Shareholders. When TRIP’s Shareholders receive a notification sent by Neeleman stating his intention to transfer a portion of their Bound Common Shares (“Transfer of Neeleman’s Shares”) to a third party, the Notified TRIP’s Shareholders (“Notified TRIP’s Shareholders”) shall have the right to require that the Transfer of Neeleman’s Shares, object of the notice, also comprises a percentage of Bound Common Shares of their ownership equivalent to the result of the division of (i) the number of Bound Common Shares to be transferred by Neeleman; by (ii) the total number of Bound Common Shares held by Neeleman at the moment immediately prior to the referred transaction, under the same conditions under which Neeleman intends to transfer his Bound Common Shares (the “TRIP’s Shareholders’ Tag-Along Right”).

5.2. Neeleman’s Tag-Along Right. In the event that TRIP’s Shareholders intend to transfer a portion of the Bound Shares, they shall notify Neeleman. When Neeleman receives a notice sent by any of the TRIP’s Shareholders of their intent to transfer a portion of the Bound Common Shares held by any of TRIP’s Shareholders (“Transfer of TRIP’s Shareholders’ Shares”) to a third party (“Notified Neeleman”), Notified Neeleman shall have the right to require that the transfer of the TRIP’s Shareholders’ Shares, object of the notification, also comprises a percentage of Bound Common Shares of his ownership equivalent to the result of the division of (i) the number of Bound Common Shares to be Transferred by any of the TRIP’s Shareholders; by (ii) the total number of Bound Common Shares held by TRIP’s Shareholders at the moment immediately prior to the referred transaction, under the same conditions under which any of TRIP’s Shareholder intend to transfer their Bound Common Shares (the “Neeleman’s Tag-Along Right”).

5.3. Transfer of Shares. If either Neeleman or TRIP’s Shareholders (the “Offered Shareholder”), as the case may be, have chosen to exercise their Tag-Along Right, the other shareholder (the “Offering Shareholder”) may not validly complete any transfer unless the third party buyer acquires from the Offered Shareholder, concurrently, the Bound Common Shares pursuant to the exercise of the referred right, under the same terms and conditions under which the buyer has agreed to acquire the Offered Shares, pursuant to Sections above. In the event that the Offered Shareholder fails to agree to enter into the definitive agreements under the same terms and conditions of the definitive agreements negotiated by the Offering Shareholder, the Offering Shareholder shall be free to complete the Transfer.

5.4. Term for Closing. Whether or not the Tag-Along Right has been exercised by the Offered Shareholder according to the terms above, the Offering Shareholder shall proceed with the transfer of the Offered Shares, and such transfer must be completed, preferably, within a period of 120 (one hundred twenty) days from the receipt of the notices set forth in Sections 5.1 and 5.2. After such period, if the transfer of the Offered Shares to the third party has not been completed and the Offering Shareholder still intends to Transfer Shares, the Offering Shareholder shall again follow the procedure set forth in Sections 4.1 and 4.2 above.

5.5. TRIP’s Shareholders’ Right of First Offer. In the event that Neeleman intends to dispose of his Bound Common Shares in such manner that, after such disposal or transfer, the Common Shares held by Neeleman come to represent less than 50% (fifty percent) plus one Common Shares issued by Azul Holding, in each subsequent disposal or transfer of Common Shares (the “Neeleman’s Offered Shares”) Neeleman shall, primarily, before making any offer to any third party, inform and notify TRIP’s Shareholders in writing of such intention, specifying the terms and conditions under which he intends to transfer the Offered Shares, including the number of Offered Shares, the respective price per share, the payment terms and other relevant conditions of the desired transfer (the “Neeleman’s Transfer Notice”).

5.6. TRIP’s Shareholders shall have a right of first offer to acquire the Offered Shares on terms equal or superior to those specified by Neeleman and contained in the Neeleman’s Transfer Notice (the “TRIP’s Shareholders’ Right of First Offer”), whereby TRIP’s Shareholders shall send a written notice to Neeleman (the “TRIP’s Shareholders’ Response Notice”) within 60 (sixty) days of receipt of the Neeleman’s Transfer Notice, informing whether they will exercise their TRIP’s Shareholders’ Right of First Offer; the absence of such response to be interpreted as lack of interest in exercising such right.

5.7. The TRIP’s Shareholders’ Response Notice shall be firm, irrevocable and irreversible. During the period of 60 (sixty) days of receipt by Neeleman of the TRIP’s Shareholders’ Response Notice, TRIP’s Shareholders shall buy and Neeleman shall sell the Neeleman’s Offered Shares, which shall be free and clear of any liens, encumbrances or options, under the terms offered, binding the parties, as of now, to perform all acts and execute all documents necessary to formalize the referred transaction (the “Closing of TRIP’s Shareholders’ Right of First Offer”).

5.8. If (a) TRIP’s Shareholders waive their TRIP’s Shareholders’ Right of First Offer, (b) fail to deliver a TRIP’s Shareholders’ Response Notice in accordance with the terms set forth in Section 5.6 above, or (c) the Closing of the TRIP’s Shareholders’ Right of First Offer fails to comply with the terms of Section 5.7 above, Neeleman shall be free to transfer the Neeleman’s Offered Shares to third parties, provided that at a price per share superior to that specified and under conditions equal to or better than those contained in the TRIP’s Shareholders’ Notice of First Offer, and compliant with the TRIP’s Shareholders’ Tag-Along Right. The consummation of the acts necessary to implement the purchase and sale of the Offered Shares and their transfer to the referred third party shall be conducted within 120 (one hundred twenty) days from the expiration of the period of 60 (sixty) days set forth in Section 5.2 above. After such period, if Neeleman still intends to transfer Common Shares, he shall again observe the procedure set forth in this Chapter V.

5.9. Neeleman’s Right of First Offer. In the event that TRIP’s Shareholders intend to dispose of any of their Bound Common Shares (the “ TRIP’s Shareholders’ Offered Shares”) TRIP’s Shareholders shall, primarily, before making any offer to any third party, inform and notify Neeleman in writing of such intention, specifying the terms and conditions under which they intend to transfer the Offered Shares, including the number of Offered Shares, the respective price per share, the payment terms and other relevant conditions of the desired transfer (the “TRIP’s Shareholders’ Transfer Notice”).

5.10. Neeleman shall have a right of first offer to acquire the TRIP’s Shareholders’ Offered Shares on terms equal or superior to those specified by TRIP’s Shareholders and contained in the TRIP’s Shareholders’ Transfer Notice (the “Neeleman’s Right of First Offer”), whereby Neeleman shall send a written notice to TRIP’s Shareholders (the “Neeleman’s Response Notice”) within 60 (sixty) days of receipt of the TRIP’s Shareholders’ Transfer Notice, informing whether he will exercise his Neeleman’s Right of First Offer; the absence of such response to be interpreted as lack of interest in exercising such right.

5.11. The Neeleman’s Response Notice shall be firm, irrevocable and irreversible. During the period of sixty (60) days of receipt by TRIP’s Shareholders of the Neeleman’s Response Notice, Neeleman shall buy and TRIP’s Shareholders shall sell the TRIP’s Shareholders’ Offered Shares, which shall be free and clear of any liens, encumbrances or options, under the terms offered, binding the parties, as of now, to perform all acts and execute all documents necessary to formalize the referred transaction (the “Closing of Neeleman’s Right of First Offer”).

5.12. If (a) Neeleman waives his Neeleman’s Right of First Offer, (b) fails to deliver a Neeleman’s Response Notice in accordance with the terms set forth in Section 5.6 above, or (c) the Closing of Neeleman’s Right of First Offer fails to comply with the terms of Section 5.7 above, TRIP’s Shareholders shall be free to transfer the TRIP’s Shareholders’ Offered Shares to third parties, provided that at a price per share superior to that specified and under conditions equal to or better than those contained in the Neeleman’s Notice of First Offer, and compliant with the Neeleman’s Tag-Along Right. The consummation of the acts necessary to implement the purchase and sale of the Offered Shares and their transfer to the referred third party shall be conducted within 120 (one hundred twenty) days from the expiration of the period of 60 (sixty) days set forth in Section 5.2 above. After such period, if TRIP’s Shareholders still intend to transfer Common Shares, they shall again observe the procedure set forth in this Chapter V.

5.13. Permitted Transfers; ANAC. The exercise of the Tag-Along Right, the TRIP’s Shareholders’ Right of First Offer and the Neeleman’s Right of First Offer shall not apply when the Transfer of the Bound Common Shares held by Neeleman or TRIP’s Shareholders, as applicable, is made to any of their Affiliates. Neeleman and TRIP’s Shareholders shall observe, in any event, the need to submit any request for transfer of Shares to ANAC for prior approval.

SECTION VI

SPECIFIC PERFORMANCE

6.1. Subject to the provisions of this Section VI, the Parties recognize that the attribution of losses and damages, although due and calculated in accordance with applicable law, shall not constitute sufficient remedy for the breach of obligations hereunder, and any Shareholder may judicially require specific compliance with

the defaulted obligation through court appointment, according to Article 118 of the Corporations Law, as well as Articles 461, 461-A, 466-A to 466-C, 632 et seq., 642 et seq. and 646 et seq. of the Brazilian Civil Procedure Code. This Agreement, signed by 2 (two) witnesses, constitutes an extrajudicial instrument on the basis of which execution proceedings may be started for all purposes and effects of Article 585, paragraph II of the Brazilian Civil Procedure Code.

SECTION VII

GOVERNING LAW AND ARBITRATION

7.1. Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the Federative Republic of Brazil.

7.2. Conflict Resolution. With the exception of disputes relating to obligations to pay which include judicial enforcement proceedings and that which may require, at the outset, specific execution, all other disputes arising from or connected to this Agreement and its schedules, among others, which pertain to its validity, effectiveness, violation, interpretation, expiration, termination and its consequences, shall be resolved by arbitration, pursuant to Law No. 9.307/96, as amended, upon the conditions that follow.

7.2.1. The dispute shall be submitted to the International Chamber of Commerce (“Arbitration Center”) in accordance with its regulation (“Regulation”), effective as of the date of the request for initiation of arbitration. The arbitration shall be conducted in Portuguese.

7.2.2. The arbitration shall be based in the city São Paulo, state of São Paulo, Brazil, where the arbitral decision shall be granted, and the arbitrators are not authorized to rule based on equity, except for the settlement of the attorneys’ fees mentioned in Section 10.11.4 below.

7.2.3. The arbitration court shall comprise three arbitrators registered in the Brazilian Bar Association, where the applicant(s), on one hand, shall appoint one arbitrator, and the defendant(s), on the other, appoint a second arbitrator, which, by common agreement, shall appoint the third arbitrator who shall act as President of the arbitration court (“Arbitration Court”). If either party fails to appoint an arbitrator and/or 2 (two) arbitrators appointed by the Parties fail to appoint the third arbitrator within 30 (thirty) days from the date set forth for such action, the president of the Arbitration Center shall be responsible for appointing the third arbitrator in the manner set forth in its Regulation.

7.2.4. The Parties agree that the Party upon which the adverse decision is imposed shall pay the fees and expenses incurred with the arbitrators and the Arbitration Center, if otherwise not established in the arbitration decision. The Parties shall bear the costs and fees of their respective attorneys.

7.2.5. Each Party remains entitled to propose in the competent common judgment the legal measures aimed at obtaining precautionary approvals for protection or safeguarding of rights or as preparation prior to the establishment of the Arbitration Court, such action not to be construed as a waiver of arbitration. For the exercise of court protections, the Parties elect the jurisdiction of the City of São Paulo, state of São Paulo, judicial district of the capital, expressly waiving any other, as privileged as it may be. After the initiation of the Arbitration Court, such measures shall be directed to the Arbitration Court.

7.2.6. The decisions of the arbitration shall be final and binding, not requiring court approval nor admitting any appeal against the same, except for requests for correction and clarification before the Arbitration Court pursuant to art. 30 of Law No. 9,307/96 and possible annulment action pursuant to Art. 32 of Law No. 9,307/96. According to art. 475-P of the Code of Civil Procedure, the execution of the judgment shall take place in the judicial district it was processed (the city of São Paulo, state São Paulo, pursuant to Section 10.11.2 above), the execution creditor being able to legally opt for the location where assets subject to expropriation are located or at the primary residence of the execution debtor. Each Party shall use its best efforts to ensure the expeditious and efficient completion of the arbitration procedures.

7.2.7 Regardless of the nature of the dispute to be settled through arbitration, all Parties shall participate in it, either as party (when the dispute directly involves it as claimant or counterclaimant), or as interested third party (when it may be, in any way, directly or indirectly affected by decisions to be made in the course or at the end of the procedure). Likewise, the award shall be final and binding on all Parties, regardless of eventual refusal by any Party to participate in the arbitration procedure, either as party or interested third party.

7.2.8 The arbitration shall be completed within the term of six (6) months, which may be extended upon justification by the Arbitration Court.

7.2.9 The arbitration shall be confidential.

SECTION VIII

GENERAL PROVISIONS

8.1. Entire Agreement. This Agreement represents the entire understanding of the Parties regarding the subject matter and supersedes all prior agreements, discussions and understandings with respect to the provisions hereof, subject to the terms of the Investment Agreement.

8.2. Irrevocability and Irreversibility. The obligations herein are assumed by the Parties irrevocably and irreversibly.

8.3. Successors. This Agreement binds not only the Parties but also their successors and permitted assigns, in any capacity, including, without limitation, in cases of merger and incorporation (including of shares) or spin-off of the Shareholders and the Company.

8.4. Assignment. This Agreement and/or all rights, remedies, obligations or liabilities hereunder, by reason hereof, shall not be subject to assignment, transfer or subrogation, in whole or in part, by any of the Shareholders, without the prior consent in writing by the other Shareholder.

8.5. Severability. In the event that any Chapter, Section, Subsection, Item, Exhibit, term or provision hereof is declared invalid or unenforceable pursuant to law, such invalidity or unenforceability shall not affect any other Chapters, Sections, Subsections, Items, Exhibits, terms or provisions hereof, all of which shall remain in full force and effect. Upon determining which term or provision hereof is void or unenforceable, the Parties shall negotiate in good faith to amend this Agreement so as to cause it to reflect, as much as possible, the real intention of the Parties, in a mutually acceptable form, so that the transaction contemplated herein is consummated as originally set forth, to the greatest possible extent.

8.6. Waiver. No omission or delay by either Party in the exercise of its rights, powers or privileges specified herein shall be deemed a waiver, nor shall any single or partial exercise specified herein prevent other or future exercises set forth herein, nor the exercise of other rights, powers or privileges. The rights and remedies specified herein shall be cumulative and non exclusive of any right or remedy provided by law.

8.7. Novation. Any concession or tolerance of any Shareholder regarding (i) non-compliance or partial compliance by the other Party, with any obligation pertaining hereto, (ii) absence of requirement of compliance with a specific obligation, or, yet, (iii) the admission of compliance with an obligation in a different manner from that provided herein, shall be considered mere liberality and shall not constitute, tacitly or implicitly, novation, enforceable precedent, tacit amendment of its terms, waiver of rights, redemption of obligations or right acquired by the other Shareholder .

8.8. Amendments. Any provision hereof may be amended or waived provided that such amendment or waiver is made in writing and signed by all Parties.

8.9. Terms. All terms set forth herein shall be measured as provided in Article 184 of the Code of Civil Procedure, i.e., excluding the day of beginning and including the maturity date. All terms set forth herein that expire on Saturdays, Sundays or holidays in the city of São Paulo, state of São Paulo, and the city of Vitória, state of São Paulo, shall be automatically extended to the following business day.

8.10. Filing in the Headquarters of the Company. This Agreement shall be filed at the Company’s headquarters, and the obligations and encumbrances resulting herefrom shall be recorded in accordance with Section 7.11 below, at the corresponding records, including, among others, in the Registered Shares Register of the Company (or before the financial institution responsible for the bookkeeping of Shares, including the declaration of equity ownership), in accordance with and for the purposes of Article 118, heading, and paragraph 1 of the Corporations Law.

8.11. Annotation. The Company shall ensure that a label with the text below is annotated on the relevant pages of its Registered Shares Register (or at the financial institution responsible for the bookkeeping of Shares, including the declaration of equity ownership) and on any other records or certificates representing Shares under this Agreement:

“THE TOTALITY OF SHARES HELD BY TRIP PARTICIPAÇÕES S.A., TRIP INVESTIMENTOS S.A., [RIO NOVO LOCAÇÕES] AND DAVID GARY NEELEMAN ARE SUBJECT TO THE NORMS AND RESTRICTIONS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED NOVEMBER 20, 2012, THE COPY OF WHICH IS AVAILABLE AT THE HEAD OFFICE OF THE COMPANY. “

8.12 Notices. Except as otherwise expressly provided herein, all notices or communications to be sent by any Party to the other Parties shall be in writing and shall be considered validly received when delivered personally, by certified mail, with return receipt, or by courier service; or by means of registry offices or courts; upon their receipt at the addresses listed below, or at other addresses (including email addresses) or facsimile numbers as the Parties may provide each other through a notice in accordance with this Agreement:

(a) to the Company:

Address: Alameda Surubiju 2010, bloco A, sala 21

E-mail: john.rodgerson@voeazul.com.br

Fax: (11) 4134-9800

To: John Rodgerson

(b) to Trip Participações S.A.:

Address: Rod. BR 262 km. 5, Campo Grande, Cariacica/ES

E-mail: renanc@aguiabranca.com.br

Fax: (27) 2125-6301

To: Renan Chieppe

(c) to Trip Investimentos S.A.:

Address: Av. Cambacicas, no. 1200, Condomínio Flex Buildings, modulo 2

E-mail: josemario@voetrip.com.br

Fax: (19) 2139-5358

To: José Mário Caprioli dos Santos

(d) to Rio Novo Locações Ltda.:

Address: Rod. BR 262, km. 6.3, sala 208, Campo Grande, Cariacica/ES

E-mail: decio@aguiabranca.com.br

Fax: (27) 2125-6304

To: Décio Luiz Chieppe

(e) to David Gary Neeleman:

Address: Alameda Surubiju, 2010, bloco A, sala 21

E-mail: john.rodgerson@voeazul.com.br

Fax: (11) 4134-9800

To: John Rodgerson

8.12.1. The Parties undertake to maintain, throughout the term of this Agreement, the data referred to in this Section 7.12 correct, sufficient, accurate and updated. Any alteration must be preceded by prior notice in writing to the other Parties, pursuant to terms hereof.

8.13. Validity. This Agreement shall enter into force on the date of signature and shall remain valid and in force (i) for a period of 20 (twenty) years; or (ii) until the date when TRIP’s Shareholders hold less than 5% of Common Shares, whichever occurs first.

In witness thereof, the Parties sign this Agreement in 04 (four) counterparts of equal form and content, before 02 (two) witnesses.

São Paulo, [—].

(The remainder of this page intentionally left blank)

(Signature page of the Shareholders Agreement of November 20, 2012 by and among TRIP Participações S.A., TRIP Investimentos Ltda., Rio Novo Locações Ltda. and David Neeleman, and also as intervening consenting party, AZUL S.A.)

TRIP PARTICIPAÇÕES S.A.
Name: Position:	Name: Position:
TRIP INVESTIMENTOS LTDA.
Name: Position:	Name: Position:
RIO NOVO LOCAÇÕES LTDA.
Name: Position:	Name: Position:
DAVID GARY NEELEMAN
AZUL S.A.
Name: Position:

Witnesses:
Name: RG:	Name: RG:

page 2 of 12

EX-10.1

Exhibit 10.1

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 the Securities and Exchange Commission.

PURCHASE AGREEMENT COM0041-08

between

EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

and

CANELA INVESTMENTS LLC

INDEX

ARTICLE		PAGE
1.	INTERPRETATION		4
2.	SUBJECT		6
3.	PRICE		6
4.	PAYMENT		7
5.	DELIVERY		8
6.	CERTIFICATION		9
7.	ACCEPTANCE AND TRANSFER OF OWNERSHIP		10
8.	STORAGE CHARGE		11
9.	DELAYS IN DELIVERY		12
10.	DELIVERY INSPECTION		14
11.	CHANGES		15
12.	WARRANTY AND GUARANTEES		17
13.	PRODUCT SUPPORT PACKAGE		17
14.	ASSIGNMENT		17
15.	RESTRICTIONS AND PATENT INDEMNITY		18
16.	MARKETING PROMOTIONAL RIGHTS		20
17.	TAXES		21
18.	APPLICABLE LAW		21
19.	JURISDICTION		21
20.	TERMINATION		21
21.	OPTION AIRCRAFT		23
22.	PURCHASE RIGHT AIRCRAFT		25
23.	CONVERSION AIRCRAFT		25
24.	INDEMNITY		26
25.	NOTICES		27
26.	CONFIDENTIALITY		27
27.	FOREIGN CONTENT		27
28.	SEVERABILITY		28
29.	NON-WAIVER		28
30.	INTEGRATED AGREEMENT		28
31.	NEGOTIATED AGREEMENT		28
32.	COUNTERPARTS		28
33.	ENTIRE AGREEMENT		28
34.	REPRESENTATIONS AND WARRANTIES		29

Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 30

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENTS

“A” –	AIRCRAFT CONFIGURATION
“A2” –	[*****] AIRCRAFT CONFIGURATION
“A3” –	[*****] AIRCRAFT CONFIGURATION
“A4” –	[*****] AIRCRAFT CONFIGURATION
“B” –	FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE
	Exhibit 1 to Attachment B (LIST OF TECHNICAL PUBLICATIONS)
	Exhibit 2 to Attachment B (SPECIAL INSURANCE CLAUSES)
“C” –	WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
“D” –	PRICE ESCALATION FORMULA
“E1”	E195 AIRCRAFT PERFORMANCE GUARANTEE
“E2”	[*****] AIRCRAFT PERFORMANCE GUARANTEE
“E3”	[*****] AIRCRAFT PERFORMANCE GUARANTEE
“E4”	[*****] AIRCRAFT PERFORMANCE GUARANTEE
“F”	DISPATCH RELIABILITY GUARANTEE
“G”	SERVICE LIFE GUARANTEE

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 30

PURCHASE AGREEMENT COM0041-08

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.

THE SALE COVERED BY THIS AGREEMENT SHALL BE GOVERNED SOLELY BY THE TERMS AND CONDITIONS HEREIN SET FORTH, AS WELL AS BY THE PROVISIONS SET FORTH IN THE ATTACHMENTS HERETO.

THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN AUTHORIZED OFFICER OF CANELA INVESTMENTS LLC AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

1. INTERPRETATION

1.1 Definitions

For the purpose of this Agreement, the following definitions are hereby adopted by the Parties:

1.1.1 “Actual Delivery Date”: shall mean, with respect to each Aircraft, the date on which Buyer obtains title to that Aircraft in accordance with Article 7.

1.1.2 “AD’s”: shall mean effective Airworthiness Directives issued by either the ANAC or the Airworthiness Authority, in connection with and with respect to the Aircraft.

1.1.3 “Agreement” or “Purchase Agreement”: shall mean this purchase agreement.

1.1.4 “Aircraft”: shall mean the EMBRAER 195 LR (certification designation ERJ 190-200 LR aircraft manufactured by Embraer according to Attachment “A”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).

1.1.5 “Aircraft Basic Price”: shall mean the Aircraft price, as defined in Article 3.1.

1.1.6 “Aircraft Purchase Price”: shall mean the Aircraft price, effective on the relevant Aircraft Contractual Delivery Date, resulting from the application of the Escalation Formula to the Aircraft Basic Price as set forth in Article 3.3.

1.1.7 “Airworthiness Authority”: shall mean the Brazilian Civil Aviation Authority – Agência Nacional de Aviação Civil (“ANAC”) or such other entity in Brazil from time to time charged with the administration of civil aviation.

1.1.8 “Business Day(s)”: shall mean a day on which banks are open for business in São José dos Campos, and São Paulo in Brazil, and in New York in the United States of America.

1.1.9 “Buyer”: shall mean Canela Investments LLC, a limited liability company organized and existing under the laws of Delaware with its principal place of business at 2975 West Executive Park Way, 2^nd floor, Suite 174, Lehi, UT 84043, USA.

Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 30

CONFIDENTIAL TREATMENT REQUESTED

1.1.10 “Contractual Delivery Date”: shall mean a date within the month indicated in Article 5 on which an Aircraft is scheduled to be tendered to Buyer for inspection and subsequent acceptance and delivery. Except as otherwise expressly indicated differently elsewhere in this Agreement, such date shall be deemed to be the last day of the month indicated in Article 5.

1.1.11 “Conversion Aircraft”: shall mean [*****] that Buyer may have the right to purchase in accordance with Article 23 of this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).

1.1.12 “Day(s)”: shall mean calendar days.

1.1.13 “Embraer”: shall mean Embraer - Empresa Brasileira de Aeronáutica S.A., a Brazilian corporation organized and existing under the laws of Brazil with its principal place of business at Av. Brigadeiro Faria Lima, 2170, São José dos Campos, SP, Brazil.

1.1.14 “Escalation Formula”: shall mean the escalation formula contained in Attachment “D”.

1.1.15 “FAF”: shall mean delivery of an Aircraft in fly-away-factory condition (similar to Ex-Works condition - Incoterms 2000 - flying from the place designated in Article 5 and cleared for export by Embraer).

1.1.16 [*****]: shall mean the aggregate [*****] referred to in Article 4.1.1.

1.1.17 “LIBOR”: for purposes of calculating any rate under this Agreement for any period for which the same is to be established, shall mean a rate per annum equal to the US$ Six-Month LIBOR published or reported by the Telerate Channel (Reference: Telerate page 3570) at 11:00 a.m. London time, in the London interbank market on the first day of such period (or if such date is not a London business day, the immediately preceding London business day) for a period of six (6) months (or such other relevant period) and in an amount comparable to the amount for which such rate is to be established. For purposes of this definition, “London business day” means any day excluding Saturday, Sunday and any day on which commercial banks in London, England are authorized or required by law to remain closed.

1.1.18 “Major Changes”: shall mean the changes to the design of the Aircraft, as defined in Article 11.2.2.

1.1.19 “Mandatory Service Bulletins”: shall mean the mandatory service bulletins applicable to the Aircraft, which are issued by Embraer to implement the AD’s referred to under Article 11.4.

1.1.20 “Minor Changes”: shall mean the changes to the design of the Aircraft defined as per the terms and conditions of Article 11.2.1.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.1.21 “Option Aircraft” shall be the additional EMBRAER 195 aircraft that Buyer shall have the option to purchase as per the terms of Article 21.

1.1.22 “Parties”: shall mean Embraer and Buyer.

1.1.23 “Product Support Package”: shall mean the products and Services to be provided by Embraer as per Article 13.

1.1.24 “Purchase Right Aircraft”: shall have the meaning set out in Article 22.

1.1.25 “Scheduled Inspection Date”: shall mean the date on which a certain Aircraft hereunder is available for inspection and acceptance by and subsequent delivery to Buyer, as per the terms and conditions of Article 7.1.

1.1.26 “Services”: shall mean the familiarization and [*****] for the Aircraft, part of the Product Support Package, as specified in Article 2.3 of Attachment “B”.

1.1.27 “Technical Publications”: shall mean the technical documentation pertaining and related to the Aircraft, as identified in Article 2.2 and listed in Exhibit 1, both to Attachment “B”.

1.1.28 “USD” or “US$”: shall mean the legal currency of the United States of America.

1.1.29 “Vendor”: shall mean third party suppliers of equipment, parts, tools, ground support and test equipment to Embraer for use on or in connection with the Aircraft.

1.1.30 “Working Day(s)”: shall mean a day, other than Saturday, Sunday or holiday, on which Embraer in São José dos Campos, SP, Brazil is open for business.

1.2 Construction

In this Agreement unless otherwise expressly provided:

1.2.1 words importing the plural shall include the singular and vice versa,

1.2.2 a reference to an Article, Attachment or Exhibit is a reference to an Article, Attachment or Exhibit to this Agreement, and

1.2.3 the headings in this Agreement are to be ignored in construing this Agreement.

2. SUBJECT

Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] Aircraft.

2.2 Embraer shall provide to Buyer the Services and the Technical Publications as described in Attachment “B” to this Agreement; and

2.3 Buyer shall have the option to purchase up to [*****] Option Aircraft and up to [*****] Purchase Right Aircraft, in accordance respectively with Articles 21 and 22.

3. PRICE

3.1 Buyer agrees to pay Embraer, in United States dollars, for each Aircraft the sum of [*****] (the “Aircraft Basic Price”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.2 The Services and Technical Publications are to be provided [*****] in accordance with Attachment B. Additional technical publications as well as other services shall be billed to Buyer in accordance with Embraer’s rates prevailing at the time Buyer places a purchase order for such additional technical publications or other services.

3.3 The Aircraft Basic Price shall be escalated according to the Escalation Formula. Such price as escalated shall be the Aircraft Purchase Price and it will be provided by Embraer to Buyer [*****] prior to each Aircraft Contractual Delivery Date.

4. PAYMENT

4.1 To secure the Aircraft delivery positions set forth in Article 5 and to ensure delivery of Aircraft in accordance with the delivery schedule set forth in Article 5, Buyer shall pay Embraer for each Aircraft the amounts set forth in Article 3 in accordance with the terms and conditions contained in this Article 4. The Parties acknowledge that each of the Aircraft and the corresponding delivery positions have been reserved for purchase by Buyer and such Aircraft have been removed from the market. The prices specified in Article 3 shall be paid by Buyer by wire transfer in immediately available USD funds, to the bank account to be timely informed by Embraer.

The Aircraft Purchase Price for each Aircraft shall be paid by Buyer, as follows:

4.1.1 Buyer has already paid to Embraer an [*****] in the amount of [*****] per each Aircraft, [*****]. The aggregate amount of such [*****] shall be applied by Embraer towards payment for each Aircraft.

4.1.2 A [*****] payment of each Aircraft Basic Price, less the relevant [*****] is due and payable within [*****] following the execution of this Agreement.

4.1.3 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

4.1.4 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

4.1.5 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

4.1.6 The balance of each Aircraft Purchase Price shall become due and payable upon acceptance of each relevant Aircraft by Buyer.

4.2 In the event of Buyer failing to pay any amount payable as set forth in Articles 4.1.2 through 4.1.5 hereunder on the relevant due date, Buyer shall pay to Embraer immediately upon demand made from time to time interest on such amount, or any part thereof, not paid from the date on which the same was due and payable until the date on which the same is paid in full at the [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****] per annum pro rated on any part thereof. For the payments referred to under Article 4.1.6, interest shall be calculated as per Article 7.8. Without prejudice to Embraer’s rights set forth in Article 4.3, interest accrued will be invoiced by Embraer on a monthly basis, beginning one month after the date on which payments should have been made, and payment thereof shall be made by Buyer in accordance with the instructions contained therein.

4.3 Without prejudice to the payment of interest on late payments set forth above, should Buyer fail to make any payment on or before the due date and if such failure shall not have been cured within [*****] following the date on which the amount was due and payable, Embraer shall have the right to [*****]. Notwithstanding the foregoing and without limiting Embraer’s rights hereunder if any failure to pay shall not have been cured within [*****] Embraer, at its sole discretion shall have the right to postpone or to terminate this Agreement in relation to the affected Aircraft in accordance with Article 20.3. [*****] hereunder shall be deemed to delay the Buyer’s obligation to make any payment that resulted in a [*****].

4.4 Net payments: all payments to be made by Buyer under this Agreement shall be made without deduction or withholding for any taxes, fees, imposts, duties or charges, except for any taxes, fees, imposts, duties or charges, that are the responsibility of Embraer pursuant to Article 17 and shall be made without any right to set-off. If Buyer is obliged by law to make any deduction or withholding from any such payment, the amount due from Buyer in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Embraer receives a net amount equal to the amount Embraer would have received had no such deduction or withholding been required to be made

4.5 Payment Date: unless otherwise agreed by the Parties in writing, payment of the amounts referred in Articles 4.1.2, 4.1.3, 4.1.4 and 4.1.5, if not due upon the execution of this Agreement, shall be made by Buyer on or before [*****] on which each of such payments is due.

4.6 [*****]: except as expressly determined otherwise in this Agreement, all payments made by Buyer to Embraer hereunder shall be [*****].

5. DELIVERY

5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01	December 2008	19	November 2010
02	December 2008	20	December 2010
03	December 2008	21	January 2011
04	January 2009	22	February 2011

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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05	March 2009	23	March 2011
06	May 2009	24	April 2011
07	June 2009	25	May 2011
08	September 2009	26	June 2011
09	January 2010	27	July 2011
10	February 2010	28	August 2011
11	March 2010	29	September 2011
12	April 2010	30	October 2011
13	May 2010	31	November 2011
14	June 2010	32	December 2011
15	July 2010	33	January 2012
16	August 2010	34	March 2012
17	September 2010	35	May 2012
18	October 2010	36	September 2012

5.2 With regards to the delivery of the first three (3) Aircraft in December 2008, Embraer will use commercially reasonable efforts to adjust the schedule so that the first Aircraft is tendered for inspection, acceptance and subsequent delivery to Buyer between the 1^st and the 10^th of December 2008 and the second and third Aircraft are tendered for inspection, acceptance and subsequent delivery to Buyer between the 15^th and 30^th of December 2008.

6. CERTIFICATION

6.1 The Embraer 195 aircraft is type certified pursuant to airworthiness requirement RBHA 25 (Regulamento Brasileiro de Homologação Aeronáutica) (Airworthiness Standards - Transport Category Airplanes), corresponding to U.S. FAR part 25, including amendments 25-1 through to 25-117, except section 25.981(c) of Amendment 25-102, Amendment 25-106, Section 25.735(h) of Amendment 25-107, Amendment 111, Amendment 115 and Amendment 116.

6.2 The Aircraft shall be manufactured by Embraer in compliance with ANAC type certification and the operational requirements of the Airworthiness Authority, except for the items that are under Buyer’s regulatory responsibility pursuant to the RBHA operational requirements and are not otherwise required to be provided by Embraer under this Agreement. It shall be Buyer’s responsibility to obtain the certificate of airworthiness together with the Airworthiness Authority and the registration of the Aircraft, at Buyer’s sole expense.

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7. ACCEPTANCE AND TRANSFER OF OWNERSHIP

7.1 Unless Buyer is notified otherwise, the Aircraft shall be delivered in accordance with the provisions and schedules specified in Article 5. Embraer shall give Buyer [*****] advance facsimile notice of the week of anticipated Aircraft delivery and [*****] advance facsimile notice of the date on which Embraer considers that each Aircraft will be ready for delivery. The final notification shall be issued by Embraer to Buyer with no less than [*****] prior to the date that the Aircraft will be made available for Buyer’s inspection, which date shall be defined as the “Scheduled Inspection Date”, on which date Buyer shall promptly start inspecting such Aircraft.

7.2 Buyer shall be allowed a reasonable period of time but in no event greater than [*****] to inspect and conduct an acceptance flight of each Aircraft prior to its delivery. Embraer will provide the fuel and insurance for the Aircraft’s acceptance flight in accordance with Embraer’s insurance policy. After such acceptance flight, each Aircraft will be delivered by Embraer to Buyer [*****].

7.3 If Buyer finds an Aircraft acceptable, Buyer shall promptly pay any and all amounts then due and payable pursuant to this Agreement, including but not limited to all amounts referred to in Articles 4.1, 4.2, 7.8 and 8 as applicable and accept delivery of such Aircraft, whereupon the necessary title and risk transfer documents shall be executed in order to effect title transfer. Buyer’s acceptance of an Aircraft shall be deemed a waiver of any rights to revoke acceptance of the Aircraft for any reason, including for defects unknown to Buyer at the time of acceptance.

7.4 Buyer may decline to accept an Aircraft which Buyer reasonably believes does not comply with the specification set forth in this Agreement or is not in an airworthy condition. For the purposes of this Article 7, an Aircraft shall be deemed not to be materially compliant when one or more of the Aircraft characteristics identified in Article 11.2.1 (i) through (vi) are adversely affected by such non-compliance vis-à-vis the specification set forth in Attachment “A1”.

7.5 If Buyer declines to accept an Aircraft, Buyer shall immediately give to Embraer written notice of all specific reasons for such refusal and Embraer shall have five (5) Working Days, commencing on the first Working Day after receipt of such notice, to take all necessary actions in order to resubmit the Aircraft to Buyer for re-inspection.

7.6 Buyer shall be allowed three (3) additional Working Days to re-inspect the Aircraft, starting immediately upon receipt of notice from Embraer that all necessary actions were taken. The period required for inspection as well as the one mentioned in Article 7.5 shall not be considered as part of the [*****] grace period provided for in Article 9.2.1. In the event Buyer declines to accept an Aircraft after this procedure is carried out twice, the Parties shall convene immediately following final refusal to accept the Aircraft in order to negotiate possible solutions. If within [*****] counted from the date in which Embraer receives notice of such final refusal to accept the Aircraft, Embraer and Buyer fail to reach an agreement in writing, [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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7.7 Should Buyer fail to perform the acceptance and transfer of title to the Aircraft or to give Embraer written notice of specific reasons for refusal, within the periods provided for and in accordance with this Article 7, Embraer shall be entitled, at its discretion, to either re-negotiate the terms of this Agreement with Buyer or terminate this Agreement with regard to the affected Aircraft pursuant to Article 20.3. Embraer rights to re-negotiate or terminate this Agreement shall only become effective if such default of Buyer has not been cured within [*****] counted from the Scheduled Inspection Date.

7.8 Notwithstanding the provisions of Article 7.7 and in addition to Embraer’s rights pursuant to Article 20.3 should Buyer fail to perform the acceptance and transfer of title to the Aircraft within the time period specified in Articles 7.2, 7.3, 7.5 and 7.6, as applicable, interest will accrue [*****] calculated over the unpaid balance of the relevant Aircraft Purchase Price, prorated from the date on which Buyer should have completed the inspection or re-inspection of the Aircraft, as the case may be, until the date in which transfer of title occurs or until the date Embraer terminates this Agreement pursuant to Article 7.7, whichever occurs first. Without prejudice to Embraer’s rights set forth in Article 7.7, interest accrued will be invoiced by Embraer on a monthly basis, beginning one month after the date on which the Aircraft acceptance or transfer of title should have been performed, and payment thereof shall be made by Buyer in accordance with the instructions contained therein.

7.9 Embraer agrees to indemnify and hold harmless each of Buyer and Buyer’s officers, agents, employees and assignees (collectively, the “Buyer Indemnitees”) from and against all liabilities, damages, losses judgments, claims and suits, including costs and expenses incident thereto (“Claims), which may be suffered by, accrued against, be charged to or recoverable from such Buyer Indemnitees by reason of loss or damage to property or by reason of injury or death of any person resulting from or in any way connected with the tests on the ground or in-flight prior to the actual delivery of each Aircraft, but for those Claims which are caused by the gross negligence or willful misconduct of Buyer Indemnitees.

8. STORAGE CHARGE

8.1 A storage charge equal to [*****] per Day shall be charged by Embraer to Buyer commencing on:

8.1.1 Buyer’s failure to perform inspection or re-inspection of an Aircraft, per the date or time period specified in writing by Embraer, according to Articles 5 and/or 7, as applicable; or

8.1.2 Buyer’s acceptance of an Aircraft when Buyer defaults in the fulfillment of any payment due and in taking title to such Aircraft immediately thereafter; or

8.1.3 Buyer’s failure to remove an Aircraft from Embraer’s facilities two (2) Working Days after title transfer has occurred.

8.2 If however, Buyer notifies Embraer in writing ten (10) Days in advance of its expected delay in the performance of its obligations set forth in Articles 8.1.1, 8.1.2 and 8.1.3 above, the storage charge shall commence on the fifteenth (15th) Day after the occurrence of the events set forth in Articles 8.1.1, 8.1.2 or 8.1.3 above, as applicable.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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8.3 In the event that an Aircraft Contractual Delivery Date must be extended by Embraer from that which is designated in Article 5, due to Buyer’s failure to perform any action or provide any information contemplated by this Agreement other than the ones specified in the preceding paragraphs, the storage charge shall commence on the fifteenth (15th) Day after the Contractual Delivery Date relative to such Aircraft.

8.4 Buyer shall pay the storage charge as set forth in Articles 8.1. or 8.3., as applicable, in USD, per each month of delay or prorated for any part thereof, within fifteen (15) Business Days after the presentation of each invoice by Embraer.

9. DELAYS IN DELIVERY

Except as provided in Articles 9.1 and 9.3, Embraer warrants that there shall be no delays in deliveries of aircraft. The sole remedies for delays in delivery of Aircraft are those provided in this Article 9 and Article 20.2.

9.1 Excusable Delays:

9.1.1 Embraer shall not be held liable or be found in default for any delays in the delivery of an Aircraft beyond the Contractual Delivery Date or in the performance of any act to be performed by Embraer under this Agreement, resulting from the following events or occurrences (hereinafter referred to as “Excusable Delays”): (a) force majeure, (including, but not limited to acts of God, war or state of war, civil war, insurrection, fire, accident, explosion, flood, act of government, requisition, strike, labor disputes causing cessation or interruption of work, including but not limited to walkouts, sick-outs, protests or slowdowns), (b) inability despite all due and commercially reasonable efforts to procure any materials, equipment, accessories, parts or means of transport, or (c) any delay resulting from any failure by Buyer to perform any action or provide any information contemplated by this Agreement or, (d) delays resulting from any other cause to the extent it is beyond Embraer’s control or does not result from Embraer’s fault or negligence.

9.1.2 As soon as practicable but no more than [*****] after the occurrence of any of the above mentioned events which constitute causes of Excusable Delays in the delivery of an Aircraft beyond the Contractual Delivery Date or in the performance of any act or obligation to be performed by Embraer under this Agreement, Embraer undertakes to send a written notice to Buyer including a description of the details involved and an estimate of the effects expected upon the timing of the performance of its contractual obligations.

9.1.3 Any such delays shall extend the time for delivery of an Aircraft or the Product Support Package or the Services, by the same number of Days required for the cause of delay to be remedied, subject to the limit indicated in Article 9.1.4. Embraer undertakes to use commercially reasonable efforts to avoid or remove any such cause of delay and to minimize its effect on the Contractual Delivery Date of an Aircraft. [*****] For the avoidance of doubt, Embraer shall have no obligations under this Article 9 and Buyer shall have no rights under this Article 9 with respect to delays occurring pursuant to item 9.1.1(c).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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9.1.4 If the cause of such Excusable Delay is such as to last longer than [*****] or to render the performance of this Agreement impossible, as a whole or with respect of one or more specific undelivered Aircraft, then the Parties shall attempt to renegotiate the terms of this Agreement accordingly, within [*****] following the last Day of Excusable Delay as provided for herein. In the event that the Parties fail to agree on such terms, either Party shall have the right to terminate this Agreement with respect of one or more specific undelivered Aircraft, as applicable, without liability to either Party, except as provided for in Article 20.2(i).

9.1.5 If, however, the cause of such Excusable Delay is attributable to Buyer in accordance with Article 9.1.1.(c), Buyer shall not be entitled to terminate this Agreement in accordance with Article 9.1.4 and upon a termination by Embraer the provisions of Article 20.3 shall apply.

9.2 Non-Excusable Delays:

9.2.1 If the delivery of an Aircraft is delayed, and such delay does not constitute an Excusable Delay (hereinafter referred to as “Non-Excusable Delays”), by more than [*****] after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer liquidated damages in the following amounts:

[*****]	[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]

Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery to Buyer by means of written confirmation of the successful completion of ground and flight tests performed by Embraer, to be provided as per Article 7.1, it being understood that such liquidated damages will not, in any event, exceed [*****] of the Aircraft Basic Price of the delayed Aircraft and that it will only be due and payable by Embraer to Buyer after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages.

9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, send a written notice to Buyer, within a reasonable period of time, including a description of the delays and an estimate of the effects expected upon the delivery of the Aircraft. [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages pursuant to Article 9.2.1, from Buyer, within [*****] the Contractual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.

9.3 Delay Due to Loss or Structural Damage of the Aircraft

If, before acceptance of an Aircraft it is lost, destroyed or, in the reasonable opinion of Embraer, is damaged beyond economic repair (“Total Loss”), then Embraer will notify Buyer to this effect as soon as reasonably possible. Embraer will specify in its notice, or as soon after the notice as possible, the earliest date that an aircraft to replace the Aircraft may be delivered to Buyer and such date shall be the revised Contractual Delivery Date for the replacement aircraft. However, in the event the specified revised Contractual Delivery Date [*****] after the original Contractual Delivery Date, [*****] and: (i) Buyer notifies Embraer of such acceptance within [*****] of the date of receipt of the notice from Embraer, and (ii) the Parties execute an amendment to this Agreement recording the variation in the Contractual Delivery Date, provided however that in case the Total Loss is caused [*****]

If this Agreement terminates in relation to an Aircraft in accordance with this Article 9.3, such termination shall discharge the Parties from all obligations and liabilities of the Parties hereunder with respect to such Aircraft and related Services, except that Embraer shall [*****]

10. DELIVERY INSPECTION

10.1 Buyer may elect to observe the manufacturing of the Aircraft in order to verify that the Aircraft is manufactured in accordance with the procedures specified in this Agreement and to all applicable quality standards. Within thirty (30) Days following execution of this Agreement Embraer shall provide Buyer with a description of the relevant milestones of the manufacturing process which Buyer may observe. Upon receipt of such description Buyer shall promptly inform Embraer which milestones it

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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elects to observe. Embraer will then notify Buyer the approximate dates of such milestones and Buyer shall promptly inform the names of no more than two (02) of its representatives that will act as observers (the “Observers”). The Observers shall be given access to the relevant technical data as reasonably necessary. Observers will, at all times, be supported by the quality assurance personnel of Embraer and shall address any of their observations, comments, doubts or requests to such personnel, provided however that Embraer shall not be deemed to have received any request that may affect the performance of this Agreement unless and until such request is made by Buyer in accordance with Article 24. Observers shall not interfere, disturb, delay or in any other way hinder the manufacture or assembly of the Aircraft, any other aircraft or any other activities carried out by Embraer.

10.2 In order to perform the delivery inspection and acceptance of each Aircraft in accordance with Article 7, Buyer shall send [*****] authorized representatives (the “Authorized Representatives”) to the facilities of Embraer. Buyer shall communicate to Embraer the names of its Authorized Representatives, by means of written notice, at least fifteen (15) Days prior to each relevant Aircraft Contractual Delivery Date specified in Article 5.

10.3 Such Authorized Representatives, or other representatives indicated by Buyer, shall be authorized and duly empowered to sign the acceptance and transfer of title and risk documents and accept delivery of the Aircraft pursuant to Article 7.

10.4 For the purposes subject hereof, Embraer shall provide communication facilities (telephone, facsimile and high speed internet connection) for Buyer’s Observers and Authorized Representatives, as well as the necessary tools, measuring devices, test equipment and technical assistance as may be necessary to perform acceptance tests. Embraer shall also make available to Observers and Authorized Representatives (i) free local transportation between Embraer facilities and hotel during normal working hours on the relevant Working Days, and (ii) lunch at the canteen at Embraer facilities on Working Days.

10.5 Buyer’s Observers and Authorized Representatives shall observe Embraer’s administrative rules and instructions while at Embraer’s facilities.

10.6 Buyer’s Observers and Authorized Representatives shall be allowed exclusively in those areas related to the subject matter hereof. Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect to such representatives, for whom Buyer is solely and fully responsible under all circumstances and in any instance, except to the extent they arise from the gross negligence or willful misconduct of Embraer, its officers, employees and agents.

11. CHANGES

11.1 Each Aircraft will comply with the standards defined in Attachment “A” hereto and shall incorporate all modifications which are classified as AD’s mandatory by ANAC or the Airworthiness Authority as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance with this Article.

11.2 The Parties hereby agree that changes can be made by Embraer in the design of the Aircraft, the definition of which and its respective classification shall be in compliance to the Aircraft type specification, as follows:

11.2.1 Minor Changes: defined as those modifications which shall not adversely affect the Aircraft in any of the following characteristics:

(i) Performance, weight or balance;

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(ii) Structural strength, flight qualities, operation;

(iii) Interchangeability of parts defined by Embraer as interchangeable;

(iv) Operational safety;

(v) Ease of maintenance;

(vi) Noise and environmental control;

11.2.2 Major Changes: defined as those modifications which affect at least one of the topics mentioned in Article 11.2.1.

11.3 Embraer shall have the right, but not the obligation, to incorporate Minor Changes in the Aircraft still in the production line at its own cost, without the prior consent of Buyer.

11.4 Embraer shall convey those Major Changes that are classified as AD’s by means of service bulletins approved by the Airworthiness Authority and/or ANAC, as appropriate. Service bulletins that implement such AD’s shall be referred to as Mandatory Service Bulletins. Embraer shall incorporate Mandatory Service Bulletins as follows:

11.4.1 Compliance required before Actual Delivery Date: Embraer shall incorporate Mandatory Service Bulletins in undelivered Aircraft [*****] in a reasonable period of time if the compliance time for such Mandatory Service Bulletins is before Actual Delivery Date of an Aircraft and such incorporation shall, to the extent technically possible and commercially reasonable, occur via a terminating action. Embraer shall not be liable for any delays resulting from incorporation of Mandatory Service Bulletins when the Aircraft has already passed the specific production stage affected by the incorporation of said change but Embraer shall use its commercially reasonable efforts to incorporate such changes prior the Actual Delivery Date and to minimize any delays in delivery.

11.4.2 Compliance required after Actual Delivery Date: During a time period of [*****] following the Aircraft Actual Delivery Date, Embraer shall provide parts kits for Mandatory Service Bulletins that are issued either (i) before the relevant Aircraft’s Actual Delivery Date but with a compliance time after such date or (ii) after the relevant Aircraft’s Actual Delivery Date. Such kits shall be provided [*****], excluding Buyer’s labor charges for installation of such Mandatory Service Bulletins. Embraer shall not be liable for any down-time of delivered Aircraft that may be necessary for the incorporation of any changes. When flight safety is affected, such changes shall be immediately incorporated. If warranty coverage is not available or applicable pursuant to Attachment “C”, the provisions of Article 11.5 shall apply.

11.5 Except for the Major Changes referred to in Article 11.4, any other Major Changes such as (i) any change developed by Embraer as product improvement, (ii) any change required by Buyer in relation to the Aircraft configuration, or (iii) any change in the certification regulations presented in the Technical Description, which are required by the Airworthiness Authority as a consequence of alterations, amendments and/or innovations of these applicable regulations, shall be considered as optional and Embraer shall submit to Buyer a Proposal of Major Change (“PMC”) describing the impacts of such change. Should Buyer not approve such PMC, the change shall not be incorporated in the Aircraft.

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11.6 Any Major Change to the Aircraft, made in accordance with the foregoing paragraphs, which affect the provisions of Attachment “A” hereto, shall be incorporated in said Attachment by means of an amendment.

11.7 Except as far as it relates to AD’s mandatory by ANAC or the Airworthiness Authority and Minor Changes, the Aircraft shall, on the Scheduled Inspection Date, comply with the terms and conditions of Attachment “A” as from time to time amended pursuant to Article 11.6. Determination of such compliance shall be made by Buyer pursuant to Article 7.

12. WARRANTY AND GUARANTEES

12.1. Warranty: the materials and workmanship relative to the Aircraft subject of this Agreement will be warranted in accordance with the terms and conditions specified in Attachment “C”.

12.2 Guarantees: Embraer hereby guarantees to Buyer (i) performance, (ii) dispatch reliability, and (iii) service life, of and with respect to the Aircraft in accordance with the terms and conditions specified respectively in Attachments “E”, “F” and “G”.

13. PRODUCT SUPPORT PACKAGE

Embraer shall supply to Buyer the Product Support Package described in Article 2 of Attachment “B” hereto, which includes Embraer’s spare parts policy, the Technical Publications and the Services.

14. ASSIGNMENT

14.1 Assignment of rights and obligations: Except as otherwise provided in this Article 14, Buyer may not assign, novate or transfer any of its rights or obligations hereunder without the prior written consent of Embraer, which shall not be unreasonably withheld or delayed.

14.2 Upon ten (10) Days prior written notice to Embraer, Buyer may assign all or part of its rights and obligations hereunder with regards to any Aircraft to a bank or other financial institution as part of a purchase money financing arrangement for the purchase of the Aircraft or to a leasing company under a sale-lease-back arrangement where Buyer shall operate the Aircraft as a lessee promptly after delivery to the leasing company. Furthermore, upon (10) Days prior written notice to Embraer, and subject to the prior written consent of Embraer which shall not be unreasonably withheld or delayed, Buyer may assign the warranties identified in Attachment C hereto to the financier of such the Aircraft. [*****]

14.3 Upon no less than fifteen (15) Days prior written notice to Embraer and subject to the prior written consent of Embraer which shall not be unreasonably withheld or delayed, and solely in connection with [*****] payments due under this Agreement, Buyer may assign to the financier of such [*****] its right to purchase the Aircraft to which such [*****] payments are applied in the event the Buyer defaults under such [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 17 of 30

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14.3 Notwithstanding the above, this Agreement, [*****], shall not be assigned to any of Embraer’s competitors, any person or entity which the Parties may be legally restricted to enter in to an agreement, to a debarred person or entity or in case such assignment would infringe US export control regulations or any other applicable law.

14.4 Buyer represents to the benefit of Embraer that any assignment permitted under this Article 14 shall not cause any adverse change to the interests, rights or obligations of Embraer under this Agreement.

15. RESTRICTIONS AND PATENT INDEMNITY

15.1 Claims against Buyer. Embraer shall indemnify and hold Buyer, its subsidiaries and affiliates, and their officers, directors, agents and employees (collectively, for purposes of this Article 15, “Buyer”) harmless from and against any and all royalties, liabilities, damages, settlement costs and expenses, losses, claims, actions, lawsuits, demands, fines, penalties, and all expenses (including but not limited to costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants and litigation support services) associated with any of the foregoing (collectively, the “Damages”) based upon, caused by, arising from, or in any manner connected with, directly or indirectly, any suit, action, proceeding, allegation, assertion or claim that

(a) Any article or service purchased or supplied hereunder or any portion thereof (including without limitation any accessory, equipment or part supplied to Embraer from any other Vendor, manufacturer, or supplier) (collectively, “Item”) and/or the use or operation thereof constitutes an infringement of any United States or foreign patent, design or model duly granted or registered (“Claim”), provided that from the time of design of such Item and until such Claim is resolved, such foreign country in which any foreign patent is held and the flag country of the Aircraft is each a party to (1) the International Convention for the Protection of Industrial Property (Paris Convention) in any of its revised forms or (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or

(b) Aircraft software or materials, or any part of such Aircraft “software or materials as furnished by Embraer, and used within the scope of the license granted by Embraer, constitutes an alleged or actual infringement of any copyright of the United States or misappropriates any third party trade secret (“Copyright Claim”), provided that from the time of design of such item and until such Copyright Claim is resolved, any such foreign country in which the infringement claim is made and the flag country of the Aircraft is each a member of The Berne Union.

The indemnification by Embraer provided in this Paragraph 15.1 shall not apply to Buyer furnished or installed equipment, power plant system, or [APU’s] and their related parts.

15.2 Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer’s remedy and Embraer’s obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 18 of 30

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it may have to Buyer to the extent that the defense of any such claim is prejudiced thereby. Embraer’s obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer’s promptly furnishing to Embraer all the data, papers, records (as requested by Embraer) and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) Buyer’s use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer’s prior approval of Buyer’s payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to respond. Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer’s reasonable request and [*****], arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all judgments and all costs assessed against Buyer in a final non-appeallable judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer’s approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*****]

15.3 Continuing Use. In the event any Item purchased or supplied hereunder, or any portion thereof, becomes the subject of any Claim or Copyright Claim, or if Embraer in its reasonable judgment at any time decides that the item purchased or supplied hereunder, or any portion thereof, shall become the subject of such a Claim or Copyright Claim, Embraer shall promptly, but, in any event, no more than thirty (30) days after receipt of written notice from Buyer of a Claim, Copyright Claim or the entry of any order or decree permanently or temporarily enjoining the use of the Item purchased or supplied hereunder, or any portion thereof, at its own expense and option either: (i) obtain for Buyer the right to use the infringing Item, or portion thereof; or (ii) replace, modify, substitute, or update the infringing article, or portion thereof, so that it becomes non-infringing.

In the event that any such suit or action results in an order, decree or judgment enjoining or otherwise prohibiting Buyer from effectively using any Item for its intended purposes, or any settlement made or approved by Embraer has such result, Embraer agrees at its option and expense to promptly either: (i) procure for Buyer the right to continue using said Item; or (ii) modify said Item so that it becomes non-infringing and otherwise complies with the provisions of this Agreement; or (iii) replace said item with a non-infringing Item suitable for Buyer’s requirements and in a condition equivalent to that of the Item removed. The foregoing provisions hereof shall apply in case of any such order, decree, judgment or settlement-prohibiting Buyer from effectively using any component or part of the Item.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 19 of 30

If the party or parties making a Claim or Copyright Claim for which Embraer has agreed to indemnify Buyer hereunder obtains an injunction restraining Buyer’s use of the Item and a bond or other security will be necessary and efficacious to void same, Embraer shall promptly pay to Buyer the amount of premium for any bond or the costs of any other security given by Buyer to release or void such injunction, or alternatively at Embraer’s election shall furnish such bond or other security in Buyer’s behalf.

15.4 Exemptions. Embraer shall not be obligated to indemnify and hold Buyer harmless from all damages caused by, arising from or in any way connected with any suit or action relative to Buyer furnished designs, equipment, materials or data, or any design which is imposed by Buyer on Embraer as an alternative to Embraer’s suggested design, or any Buyer modification of the Embraer supplied Item, or any component or part thereof, or any new designs, equipment, materials or data incorporated, after delivery and acceptance of the Item, by Buyer without the involvement of Embraer.

The foregoing indemnity shall not extend to any claim of infringement based on any modification, change or combination not in accordance with Embraer’s written procedures or without Embraer’s written approval or consent thereto, provided that the claim for infringement relates to the combination, change or modification as opposed to solely the article itself. However, the exclusion set forth in this subparagraph shall not relieve Embraer of its obligation under this Article 15 if the Item continues to be infringing after the removal, as the case may be, of any changes, modifications or combinations, or after-incorporated designs, equipment, materials or data.

15.5 Restrictions. The sales contemplated by this Agreement do not include the transfer of the right to use, or any ownership of, design, copyrights, patents, and other similar rights to Buyer.

16. MARKETING PROMOTIONAL RIGHTS

Embraer shall have the right to show for marketing purposes, free of any charge, the image of Buyer’s Aircraft, painted with Buyer’s colors and emblems, affixed in photographs, drawings, films, slides, audiovisual works, models or any other medium of expression (pictorial, graphic, and sculptural works), through all mass communications media such as billboards, magazines, newspaper, television, movie, theaters, as well as in posters, catalogues, models and all other kinds of promotional material. In the event such Aircraft is sold to or operated by or for another company or person, Embraer shall be entitled to disclose such fact, as well as to continue to show the image of the Aircraft, free of any charge, for marketing purposes, either with the original or the new colors and emblems, unless otherwise notified, provided that such notification shall be subject to the reasonable satisfaction and agreement of Embraer. If accepted, said prohibition, however, shall in no way apply to the promotional materials or pictorial, graphic or sculptural works already existing or to any contract for the display of such materials or works already binding Embraer at the time of receipt of the notification.

Purchase Agreement COM0041-08 – Rev. 3 Page 20 of 30

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17. TAXES

Embraer shall pay all [*****] shall be borne by Buyer.

18. APPLICABLE LAW

This Agreement shall in all respects be governed by the laws of the State of New York, including all matters of construction, validity and performance, without giving effect to principles of conflicts of laws other than section 5-1401 and 5-1402 of the New York General Obligations law.

19. JURISDICTION

Each Party hereto hereby irrevocably agrees, accepts and submits to, for itself and in respect of any of its property, generally and unconditionally, the non-exclusive jurisdiction of the courts of the State of New York in the City and County of New York and of the United States for the Southern District of New York, in connection with any legal action, suit or proceeding with respect to any matter relating to or arising out of or in connection with this Agreement or any other operative agreement and fully waives any objection to the venue of such courts. Furthermore to the fullest extent permitted by applicable law, each Party hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit action or proceeding any claim that it is not personally subject to the jurisdiction of the above named courts, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper.

EACH PARTY HERETO HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

20. TERMINATION

20.1 Should either Party fail to comply partially or completely with its obligations hereunder, the other Party shall be entitled to give notice of such failure and to require that such failure be remedied within the period specified in that notice, which period shall not be less than [*****]. Should such failure not be remedied within the period so specified, then the Party who gave notice of such failure shall be entitled [*****] NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN ANY CIRCUMSTANCE HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 21 of 30

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(INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE AND INCREASED COSTS) OR PUNITIVE DAMAGES OR INDIRECT OR INCIDENTAL DAMAGES WHICH MAY ARISE OUT OF, OR BE CONNECTED TO, ANY BREACH OR DEFAULT UNDER OF ANY TERM, CONDITION, COVENANT, WARRANTY, OR PROVISION OF THIS AGREEMENT, AND WHICH EITHER PARTY WOULD OTHERWISE BE ENTITLED TO UNDER ANY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO ANY CLAIMS SOUNDING IN CONTRACT, TORT, EQUITY OR STATUTE.

20.2 Buyer and Embraer shall have the right to terminate this Agreement in respect to the relevant Aircraft, upon the occurrence of any Excusable Delay of [*****] or longer, unless otherwise agreed in writing by the Parties, and Buyer shall have the right to terminate this Agreement in respect to the relevant Aircraft upon the occurrence of any non-Excusable Delay of [*****] or longer after such Aircraft Contractual Delivery Date, such rights to be exercisable by written notice from one Party to the other to such effect no earlier than the [*****] or [*****] as applicable. Upon receipt of such notice of termination by Buyer or Embraer, as the case may be, Embraer shall:

(i) in case of Excusable Delay: return to Buyer an amount equal to [*****]

(ii) in case of Non-Excusable Delay: return to Buyer an amount equal to [*****]

20.3 If Buyer terminates this Agreement before the Actual Delivery Date of an Aircraft [*****] or, if Embraer terminates this Agreement in relation to an Aircraft, pursuant to Articles 4.3, 7.7 or 9.1.5 hereof, Buyer shall pay to Embraer an amount equal to (i) [*****] of the Aircraft Basic Price per terminated Aircraft, if the termination occurs [*****] to the relevant Aircraft Contractual Delivery Date or; (ii) [*****] of the Aircraft Basic Price per terminated Aircraft, if the termination occurs with [*****] to the relevant Aircraft Contractual Delivery Date. [*****] For these

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 22 of 30

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purposes Embraer may, in its sole discretion, retain all amounts previously paid by Buyer, to apply as part of the payments of damages resulting from such default on the part of Buyer. It is hereby agreed by the Parties that upon the receipt by Embraer of the amounts set forth above, no other indemnity shall be due by Buyer to Embraer.

20.4 If either Party terminates this Agreement in respect to an Aircraft pursuant to Article 7.6 hereof, [*****]

21. OPTION AIRCRAFT

Buyer shall have the option to purchase [*****] Aircraft, to be delivered in accordance with the following Option Aircraft contractual delivery dates (each an “Option Aircraft Contractual Delivery Date”):

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01	February 2012	11	March 2013
02	April 2012	12	April 2013
03	June 2012	13	May 2013
04	July 2012	14	June 2013
05	August 2012	15	July 2013
06	October 2012	16	August 2013
07	November 2012	17	September 2013
08	December 2012	18	October 2013
09	January 2013	19	November 2013
10	February 2013	20	December 2013

The Option Aircraft will be supplied in accordance with the following terms and conditions:

21.1 A [*****] Option Aircraft [*****] of the Aircraft Basic Price, per Option Aircraft, is due and payable within [*****] following the date of exercise (the “[*****]”).

21.2 The unit basic price of the Option Aircraft shall be equal to [*****], provided that such Option Aircraft be delivered within the delivery period above mentioned and in the same configuration, specification and installations specified in Attachment “A1” hereto, as it is written on the date of signature of this Agreement, determining the Option Aircraft basic price (the “Option Aircraft Basic Price”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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21.3 The Option Aircraft Basic Price shall be [*****], determining the Option Aircraft purchase price (the “Option Aircraft Purchase Price”).

21.4 The payment of the Option Aircraft Purchase Price shall be made according to the following:

21.4.1 The [*****] of the relevant Option Aircraft.

21.4.2 A [*****] of each Option Aircraft Basic Price, less the relevant [*****], is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

21.4.3 A [*****] of each Option Aircraft Basic Price is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

21.4.4 A [*****] of each Option Aircraft Basic Price is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

21.4.5 The balance of each Option Aircraft Purchase Price shall become due and payable upon acceptance of each relevant Option Aircraft by Buyer.

21.4.6 The provisions of Article 4.2 through 4.6 shall apply, mutatis-mutandis, to the payments to be made by Buyer towards the Option Aircraft.

21.5 The option to purchase the Option Aircraft [*****]

21.6 If the options are confirmed by Buyer as specified above, an amendment to this Agreement shall be executed by and between the Parties within [*****] following the Option Aircraft option exercise date, setting forth the terms and conditions applicable to, if any, exclusively to the Option Aircraft.

21.7 The product support package to be applied to the Option Aircraft is described in Article 2.4 of Attachment “B”.

21.8 The exercised Option Aircraft shall be subject to conversion to other models as per the terms and conditions contained in Article 23.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 24 of 30

CONFIDENTIAL TREATMENT REQUESTED

22. PURCHASE RIGHT AIRCRAFT

22.1 Embraer shall grant Buyer the right to purchase up to twenty [*****] EMBRAER 195 aircraft (the “Purchase Right Aircraft”) configured as per Attachment “A1” and available to Buyer at the [*****] that are applicable to the Aircraft (the “Purchase Right Basic Price”), [*****]

22.2 Subject to no material default on the part of the Buyer having occurred and continuing on the date of exercise, the right to purchase each of the Purchase Right Aircraft shall be exercised by means of a written notice (the “Exercise Notice”) from Buyer to Embraer, and such right is subject to the existence of enough production capacity at Embraer to comply with Buyer’s desirable delivery schedule.

22.3 In case Embraer has not received Exercise Notices for all Purchase Right Aircraft on or before December 2012 Buyer shall be deemed to have relinquished its right to acquire any unexercised Purchase Right Aircraft. The Exercise Notice shall specify the desirable delivery month for the Purchase Right Aircraft that Buyer intends to firm-up. The contractual delivery date for any Purchase Right Aircraft (“Purchase Right Aircraft Contractual Delivery Date”) shall be no later than [*****].

22.4 Following receipt by Embraer of Buyer’s Exercise Notice, Embraer shall inform Buyer if the desired Purchase Right Aircraft Contractual Delivery Date requested by Buyer is acceptable; otherwise, Embraer shall inform Buyer the closest non-committed delivery position available for sale.

22.5 In case Buyer and Embraer agree in terms of the new Purchase Right Aircraft Contractual Delivery Date, Buyer shall immediately remit to Embraer a [*****] for each exercised Purchase Right Aircraft (the “[*****]”). The Purchase Right Aircraft payment terms and conditions shall be in accordance with schedule and all terms and conditions contained in Article 4 of this Agreement, mutatis mutandis.

22.6 The product support package to be applied to the exercised Purchase Right Aircraft shall be in accordance with the terms and conditions contained in Article 2.4 of Attachment “B”.

22.7 If the purchase rights are exercised by Buyer as specified above and the relevant delivery dates are agreed, and the [*****] is paid by Buyer as specified above, an amendment to this Agreement shall be executed by and between the Parties within [*****] following the Purchase Right Aircraft exercise date, setting forth the specific terms and conditions, if any, applicable exclusively to the Purchase Right Aircraft.

22.8 All payments are [*****] and considered part of the payment for the exercised Purchase Right Aircraft.

23. CONVERSION AIRCRAFT

23.1 Buyer shall have the flexibility to request the conversion of any exercised Option Aircraft or exercised Purchase Right Aircraft [*****]. To exercise its conversion option, Buyer shall send a written notice to Embraer to such effect on the date of exercise of the relevant Option Aircraft, or Purchase Right Aircraft, as the case may be.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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23.2 Following receipt by Embraer of Buyer’s conversion request notification, Embraer shall confirm to Buyer within [*****] if the requested Conversion Aircraft are available for conversion as per Buyer’s request (the “Confirmation Notice”), in which event such Conversion Aircraft shall be deemed an “Aircraft” in lieu of the replaced exercised Option or Purchase Right Aircraft, including the delivery of such Conversion Aircraft being scheduled on the Contractual Delivery Date applicable to such replaced exercised Option or Purchase Right Aircraft, subject to possible schedule changes as described below.

23.3 In case Buyer and Embraer do not reach an agreement in relation to such Conversion Aircraft within [*****] after the date of the Confirmation Notice, Buyer shall have the right to either (i) to not exercise the relevant Option or Purchase Right Aircraft, as the case may be, in which case such Option or Purchase Right Aircraft will be considered expired, and in this case no indemnity being due by either Party to the other, except that Embraer shall be entitled to retain the relevant [*****] made by Buyer, or (ii) to accept the relevant Option / Purchase Right Aircraft [*****]

23.4 The Conversion Aircraft Basic Price for [*****] including the optional equipment and customized lay outs defined respectively in Attachments “A2”, “A3” and “A4”, are:

	[*****]		[*****]		[*****]
[*****]		[*****]		[*****]		[*****]

23.5 The performance guarantee for the Conversion Aircraft shall be in accordance with the terms and conditions contained in Attachment “E2” (for the [*****]), Attachment “E3” (for the [*****]), and Attachment “E4” (for the [*****]). The terms and conditions of the Service Life Guarantee presented in Attachment “H” shall also be applicable for the Conversion Aircraft. Also, the terms and conditions of the Aircraft Warranty Certificate presented in Attachment “C” shall also be applicable for the Conversion Aircraft.

24. INDEMNITY

24.1 Buyer agrees to indemnify and hold harmless each of Embraer and Embraer’s officers, agents, employees and assignees (collectively, the “Embraer Indemnitees”) from and against all liabilities, damages, losses, judgments, claims and suits, including necessary costs and expenses incident thereto (collectively, “Claims”), which may be suffered by, accrued against, be charged to or recoverable from such Embraer Indemnitees by reason of loss or damage to property or by reason of injury or death of any person resulting from or in any way connected with the performance of services by employees, representatives or agents of Embraer for or on behalf of Buyer related to Aircraft after its transfer of title to Buyer, including, but not limited to, technical operations, maintenance, and training services and assistance performed while on the premises of Embraer or Buyer, while in flight on Buyer-owned

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Purchase Agreement COM0041-08 – Rev. 3 Page 26 of 30

Aircraft or while performing any other service, at any place, in conjunction with the Aircraft operations of Buyer but for those Claims which are caused by the gross negligence or willful misconduct of Embraer Indemnitees.

25. NOTICES

All notices permitted or required hereunder shall be in writing in the English language and sent, by registered mail or facsimile, to the attention of the Vice President, Contracts as to Embraer and of the Managing Director as to Buyer, to the addresses indicated below or to such other address as either Party may, by written notice, designate to the other.

23.1 EMBRAER:

EMBRAER - Empresa Brasileira de Aeronáutica S.A.

Av. Brigadeiro Faria Lima, 2170

12.227-901 São José dos Campos - SP

Brazil

Telephone: (+55 12) 3927-1410

Facsimile: (+55 12) 3927-1257

23.2 BUYER:

Av. Rio Branco, nº 1, 14º andar, Ala A

Ed. RB1, Centro, Rio de Janeiro, 20090-003

Care of Dr. Sergio Laclau

Telephone: (+55 21) 2272-9294

Facsimile: (+55 12) 2283-0023

26. CONFIDENTIALITY

The Parties do not have the right to disclose the terms of this Agreement except as required by law. Each of Buyer and Embraer agrees not to disclose any portion of this Agreement or its Attachments, amendments or any other supplement, to any third party without the previous written consent of the other Party. Without limiting the foregoing, in the event either Party is legally required to disclose the terms of this Agreement, each of Buyer and Embraer agrees to exert its best efforts to request confidential treatment of the Articles and conditions of this Agreement relevantly designated by the other Party as confidential.

27. FOREIGN CONTENT

The Aircraft contain commodities, technology and software that were exported from the United States and other countries in accordance with their respective export control regulations. Diversion contrary to U.S. law and/or any other applicable law is prohibited.

Purchase Agreement COM0041-08 – Rev. 3 Page 27 of 30

Buyer agrees to comply with any export and re-export control laws of the United States and other countries applicable to the Aircraft, its parts, components, technology and software and, upon Embraer’s request, to execute and deliver to Embraer the relevant end-user certificates necessary for the export and transfer of the Aircraft to Buyer.

28. SEVERABILITY

If any provision or part of a provision of this Agreement or any of the Attachments shall be, or be found by any authority or court of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

29. NON-WAIVER

Except as otherwise specifically provided to the contrary in this Agreement, any Party’s refrain from exercising any claim or remedy provided for herein shall not be deemed a waiver of such claim or remedy, and shall not relieve the other Party from the performance of such obligation at any subsequent time or from the performance of any of its other obligations hereunder.

30. INTEGRATED AGREEMENT

All Attachments referred to in this Agreement and/or attached hereto are, by such reference or attachment, incorporated in this Agreement.

31. NEGOTIATED AGREEMENT

Buyer and Embraer agree that this Agreement, including all of its Attachments, has been the subject of discussion and negotiation and is fully understood by the Parties, and that the rights, obligations and other mutual agreements of the Parties contained in this Agreement are the result of such complete discussion and negotiation between the Parties.

32. COUNTERPARTS

This Agreement may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

33. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all previous and connected negotiations, representations and agreements between the Parties. This Agreement may not be altered, amended or supplemented except by a written instrument executed by the Parties.

Purchase Agreement COM0041-08 – Rev. 3 Page 28 of 30

34. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

34.1 It is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to conduct the business in which it is currently engaged and to enter into and perform its obligations under this Agreement.

34.2 It has taken, or caused to be taken, all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and

34.3 The execution and delivery by it of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby, do not and will not violate or conflict with any provision of its constitutional documents, violate or conflict with any law, rule, or regulation applicable to or binding on it or violate or constitute any breach or default (other than a breach or default that would not result in a material adverse change to it or adversely affect its ability to perform any of its obligations hereunder) under any agreement, instrument or document to which it is a party or by which it or any of its properties is or may be bound or affected.

INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS

Purchase Agreement COM0041-08 – Rev. 3 Page 29 of 30

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name: Mauro Kern Junior		Name: Gerald B. Lee
Title: Executive Vice President – Airline Market		Title: Managing Director
By:	/s/ José Luis D. Molina	Date: 11 February, 2008
Name: José Luis D. Molina		Place:
Title: Vice President Contracts – Airline Market
Date: 11-March-2008
Place:
Witnesses:
/s/ Albert P. Close		/s/ Marlon Y. Ramirez
Name: Albert P. Close		Name: Marlon Y. Ramirez
ID:		ID:

Purchase Agreement COM0041-08 – Rev. 3 Page 30 of 30

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 195 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

ITEM	EQUIPMENT
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

Item	Equipment	ECD
[*****]	[*****]	Nov. 30, 2008
[*****]	[*****]	Nov. 30, 2008
[*****]	[*****]	July 31, 2008
[*****]	[*****]	May 31, 2008
[*****]	[*****]	TBD

[*****]

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

3.2 INTERIOR FINISHING:

The materials and colours of all and any items of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain for the Aircraft will be in accordance with Buyer’s choices indicated in the Customer Check List Revision N/C executed by and among Buyer, Embraer and C&D Zodiac on February 15, 2008. In case of conflict between the CCL and this Attachment A the latter shall control.

The choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****]) manufactured by [*****] The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 170 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

ITEM	EQUIPMENT
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A2 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****]

[*****]

Item	Equipment	ECD
[*****]	[*****]	July 31, 2008

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A2 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

[*****]

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

3.2 INTERIOR FINISHING:

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A2 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Embraer for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A2 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****] . The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A2” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A2 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 175 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

ITEM	EQUIPMENT
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A3 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****]

[*****]

Item	Equipment	ECD
[*****]	[*****]	July 31, 2008

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A3 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

[*****]

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

3.2 INTERIOR FINISHING:

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A3 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A3 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A3” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A3” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A3 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 190 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

ITEM	EQUIPMENT
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****]

[*****]

Item	Equipment	ECD
[*****]	[*****]	July 31, 2008
[*****]	[*****]	May 31, 2008

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

[*****]

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

3.2 INTERIOR FINISHING:

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)

Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Embraer for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A4” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A4” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

1. FERRY FLIGHT ASSISTANCE

In the event that just after the delivery of the Aircraft Buyer needs to fly the Aircraft outside of the Brazilian territory, Embraer will make available to Buyer the services of a third party representative at the airport in which the Aircraft will make the last stop in Brazilian territory, to support Buyer’s crew in the interface with Brazilian customs clearances. Such services do not include handling services as refueling, ground equipment and communications and Buyer shall hire such services from a handling service company. Embraer may, if requested by Buyer, assist Buyer in contracting such services. Buyer shall also be responsible for the flight documents (including but no limited to IFR templates & charts) and overflight permits required for the ferry flight, except for the overflight permits for the Brazilian territory which will be provided by Embraer.

If it is necessary that any ferry equipment be installed by Embraer for the ferry flight between Brazil and the country where Buyer intends to fly the Aircraft (if any), Embraer will make available a standard and serviceable ferry equipment kit to Buyer (hereinafter the “Kit”) at [*****], except as set forth below. In this case, Buyer shall immediately upon its arrival at its final destination, remove the Kit from the Aircraft and return it to a freight forwarder agent as determined by Embraer, at Buyer own expense, including the necessary insurance.

If Embraer provides the Kit to Buyer and if the Kit is utilized, whether totally or not, in Embraer’s reasonable discretion, Buyer shall pay Embraer the value of a new Kit.

If the non-utilized Kit is not returned to Embraer in 60 Days after the respective Aircraft Delivery Date, complete and in the same condition as it was delivered to Buyer, the availability of another Kit for the first Aircraft ferry flight after such 90 Day period shall not be an Embraer obligation. Furthermore, Buyer shall pay Embraer the value of a new Kit.

In such cases, the original Kit shall become the property of Buyer, and the above-mentioned payment shall be made to Embraer by Buyer upon presentation of a sight draft by Embraer.

2. PRODUCT SUPPORT PACKAGE

2.1 MATERIAL SUPPORT

2.1.1 SPARES POLICY

Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and its accessories, hereinafter referred to as “Spare(s)”, for the Aircraft [*****]. Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery schedule and effective price on the date of acceptance by Embraer of a purchase order placed by Buyer for any of such items. The Spares may be supplied either by Embraer in Brazil or through its subsidiaries or distribution centers located abroad.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

The sale and export of parts to Buyer may be subject to export controls and other export documentation requirements of the United States and other countries. Buyer agrees that neither Embraer nor any of its subsidiaries, affiliates or suppliers shall be liable for failure to provide parts and/or services, including without limitation the Services, under this Agreement or otherwise as a result of any ruling, decision, order, license, regulation, or policy of the competent authorities prohibiting the sale, export, re-export, transfer, or release of a part or its related technology. Buyer shall comply with any conditions and requirements imposed by the competent authorities and, upon Embraer’s request, shall execute and deliver to Embraer any relevant end-user certificates.

Export of the (i) [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****] incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

2.1.2 RSPL

Upon Buyer’s request, Embraer shall present to Buyer a recommended Spare provisioning list (the “RSPL”). The objective of the RSPL is to provide Buyer with a detailed list of Spares that will be necessary to support the initial operation and maintenance of the Aircraft by Buyer. Such recommendation will be based on the experience of Embraer and on the operational parameters established by Buyer.

Embraer will provide a qualified team to attend pre-provisioning conferences as necessary to discuss Buyer requirements and the RSPL as well as any available spare parts support programs offered by Embraer. Such meeting shall be held at a mutually agreed upon place and time, but in no event less than [*****] prior to the Contractual Delivery Date of the first Aircraft.

Buyer may acquire the items contained in the RSPL directly from Embraer or directly from Vendors. Items contained in the RSPL for which Buyer places a purchase order with Embraer (the “IP Spares”), will be delivered by Embraer to Buyer within [*****] in FCA (Free Carrier - Incoterms 2000) condition, at the port of clearance indicated by Embraer.

In order to ensure the availability of IP Spares in accordance with the foregoing at the time of entry into service of the first Aircraft, Buyer commits to place a purchase order with Embraer for those IP Spares Buyer has decided to acquire from Embraer, as soon as practical and in any event not less than [*****] prior to the Contractual Delivery Date of the first Aircraft. At the reasonable request of Embraer, Buyer shall demonstrate that it has provided for the acquisition of those IP Spares that Buyer has decided to acquire from sources other than Embraer, in order to complement the RSPL in a timely manner.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****] [*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****] [*****]

2.1.4 OTHER SPARES SERVICES

AOG services: Embraer will maintain a call center for the AOG services, twenty four (24) hours a day, seven (7) days a week. All the contacts with the call center can be made through regular direct lines in Brazil (phone and fax), e-mail and also through the AEROChain e-marketplace in case Buyer subscribes this service. The information concerning regular direct lines and e-mail address shall be obtained through the Customer Account Manager designated to Buyer by Embraer or through Embraer’s Customer Service offices. Embraer will, subject to availability, deliver parts pursuant to an AOG order from the location which is nearer to Buyer premises, in FCA (Free Carrier – Incoterms 2000) condition, Embraer facility, in accordance with Buyer’s shipping instructions.

Other than AOG orders, Buyer may expedite spare parts orders as spare parts critical orders (imminent AOG or work stoppage situation) or as spare parts routine expedite orders (urgent stock replenishment – “USR”). Embraer will give response advice, within the following times:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****]

[*****]

Routine and/or Critical Spares: Embraer will deliver routine and/or critical Spares (other than AOG Spares) in FCA condition, Embraer facility, from the location were such spares are available. Routine and/or critical Spares shall be delivered according to their lead times, depending upon the purchase order priority. All spares will be delivered with the respective authorized release certificate or any similar document issued by a duly authorized person.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

2.2 AIRCRAFT TECHNICAL PUBLICATIONS

2.2.1 AIRCRAFT PUBLICATIONS

Embraer shall supply, [*****], a total of [*****] complete sets of operational and maintenance publications applicable thereto, in the English language, in accordance with the list contained in Exhibit “1” to this Attachment “B”. The media [*****] shall be agreed by the Parties [*****] otherwise all publications available [*****] shall be delivered in such media. [*****] of the operational publication in the hard copy format shall be provided by Embraer onboard of each Aircraft.

Such publications are issued under the applicable specification. The revision service for these publications, including mailing services [*****], shall be provided, [*****] After such period, the mailing services shall also be borne by Buyer. Such publications will be delivered together with the Aircraft.

2.2.2 VENDOR ITEMS PUBLICATIONS

Technical publications regarding, among others, parts, systems or equipment supplied by Vendors and installed by Embraer in the Aircraft during the manufacturing process, will be supplied to Buyer directly by such Vendors, in the same quantity as the Embraer technical publication as specified in Article 2.2.1, in their original content and printed form. Vendors are also responsible to keep publications updated through a direct communication system with Buyer. Embraer shall use commercially reasonable efforts to cause Vendors to supply their respective technical publications in a prompt and timely manner.

2.2.3 [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

2.2.4 [*****]

2.3 SERVICES

[*****], except as set forth below, Embraer shall provide the Services described in this Article 2.3, in accordance with the terms and conditions below:

2.3.1 Familiarization Programs:

a. The familiarization programs specified below are offered [*****] with regards to the Aircraft, [*****] and which differ from or are supplementary to the familiarization programs described herein.

b. The familiarization programs shall be conducted by the Embraer designated training provider, in accordance with the scope, syllabi and duration of the training program developed by Embraer or the Embraer-designated training provider, in accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. Buyer may choose to use the training program of Embraer “as is” or to develop its own training program based on that of Embraer. In any case Buyer shall be solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval.

c. All familiarization programs shall be provided at the training centers of Embraer or its qualified designated representative at its training center or in such other location as Embraer or training provider may reasonably designate. Buyer shall be responsible for costs and expenses related to training services (including but not limited to instructor travel tickets, local transportation, lodging, per diem and non-productive days) carried outside such designated training facilities.

Embraer shall use commercially reasonable efforts to make the familiarization programs available in Brazil to the extent that the use of an EMBRAER 195 full flight simulator (“FFS”), or other training devices which are not available in Brazil, is not required. Whenever a FFS or other training devices which are not available in Brazil is required for the familiarization Embraer shall use commercially reasonable efforts to secure training is available to Buyer at an Embraer-designated training provider in the United States, Central America or South America.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

Notwithstanding any of the foregoing to the contrary, in consideration of Buyer entering into a Purchase Agreement with Embraer [*****]

[*****]

[*****]

d. Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s pilots, mechanics, employees or representatives with the operation and maintenance of the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer.

e. Any trainee appointed by Buyer for participation in any of the familiarization programs shall be duly qualified per the governing body in the country of Buyer’s operation and fluent in the English language as all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also have previous experience in the operation and maintenance, as applicable, of jet aircraft or, as a minimum, of twin-engine turboprop aircraft. Neither Embraer nor training provider make any representation or give any guarantee regarding the successful completion of any training program by Buyers trainees, for which Buyer is solely responsible.

f. The familiarization programs shall be carried out prior to the Contractual Delivery Date of the last Aircraft, in accordance with a schedule to be agreed upon by Buyer and Embraer not less than one hundred twenty

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

(120) Days prior to the intended beginning of such training schedule. Buyer shall give [*****] advance notice to Embraer of the full name and professional identification data of each trainee. Substitutions of appointed trainees will not be accepted during this period.

g. Training entitlements regarding each Aircraft that remain unused up to six (6) months following the Actual Delivery Date of such Aircraft shall expire and Buyer shall be deemed to have [*****] its rights to such service, no refund or compensation being due by Embraer to Buyer in this case.

h. The familiarization programs referred to above covers:

h.1 One (1) Pilot familiarization program including (i) a [*****] ground familiarization course as regards Aircraft systems, weight and balance, performance and normal/emergency procedures for up to [*****] and, (ii) [*****] simulator sessions of [*****] Simulator training includes the services of an instructor and will be carried out on a level D simulator. Buyer shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication.

h.2 One (1) maintenance familiarization course for up to [*****] qualified mechanics [*****]. This course shall consist of classroom familiarization with Aircraft systems and structures and shall be in accordance with ATA specification 104, level III.

h.3 One (1) Flight Attendant [*****] course for up to [*****] to a [*****] course as regards emergency and abnormal duties, crowd control management, handling of dangerous goods and emergency procedures.

i. The presence of Buyer’s authorized trainees shall be allowed exclusively in those areas related to the subject matter hereof and Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect of such trainees to the extent permitted by law.

2.3.2 [*****]:

a. With respect to the [*****] Aircraft Embraer shall provide [*****] the following [*****] services:

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 8 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 9 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

b. At no charge to Embraer, Buyer shall provide the Embraer Rep with communication services (international telephone line, facsimile, high speed internet service and photocopy equipment) as well as suitable secure and private office facilities and related equipment including desk, table, chairs and file cabinet, located at Buyer’s main base of operation or other location as may be mutually agreed. Buyer shall also (a) arrange all necessary work permits and airport security clearances required for Embraer representatives, to permit the accomplishment of the services mentioned in this item 2.3.2, in due time; and (b) obtain all necessary custom clearances both to enter and depart from Buyer’s country for Embraer’s representatives and their personal belongings and professional tools.

c. During the stay of the Embraer Rep at Buyer’s facilities, Buyer shall permit access to the maintenance and operation facilities as well as to the data and files of Buyer’s Aircraft fleet.

d. Embraer shall bear all expenses of the Embraer Rep, including without limitation transportation, board and lodging, while the Embraer Rep is rendering such [*****] at Buyer’s facilities. Buyer shall bear all expenses related to the transportation, board & lodging of the Embraer Rep in the event such representative is required to render the services provided for herein in any place other than Buyer’s main operation base (for the pilots) or main maintenance base (for the mechanics). At no charge to Embraer, Buyer shall provide the Embraer pilots which are in the start-up team with transportation means from/to Buyer operational base or airport where such pilots will render the services, so that the pilots can report to Buyer’s operation facilities or leave the airport in a timely manner according to the schedule of the flights they are engaged in.

e. The Embraer Rep shall not participate in test flights or flight demonstrations without the previous written authorization from Embraer.

f. Buyer shall include Embraer as additional insured in the Comprehensive Airline Liability insurance policies carried by Buyer, without recourse against Embraer for any failure, act or omission of Embraer Rep while rendering the services described in this paragraph 2.3.2, in such a manner as to cover any and all risks arising from or in any way connected with the Embraer Rep assistance. For such effect, Buyer shall supply Embraer with a copy of the endorsements to the insurance policies, in accordance with the clauses contained in Exhibit “2” to this Attachment B, within [*****] prior to the date on which Embraer Rep services are to begin, as applicable.

g. The Parties further understand and agree that in the event Buyer elects not to take all or any portion of the [*****] provided for herein, [*****]. Any other additional [*****] shall depend on mutual agreement between the Parties and shall be charged by Embraer accordingly.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 10 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

h. The presence of Embraer Rep shall be allowed exclusively in those areas related to the subject matter hereof.

i. Embraer may, at its own cost and without previous notice to Buyer, substitute at its sole discretion the Embraer Reps rendering the Services at any time during the period in which Services are being rendered.

j. The rendering of the Services by Embraer’s Rep shall, at all times, be carried out in compliance the applicable Brazilian labor legislation.

k. During the rendering of the Services, while on the premises of Buyer, Embraer Reps shall strictly follow the administrative routines and proceedings of Buyer, which shall have been expressly and clearly informed to Embraer Reps upon their arrival at said premises.

l. There shall be no legal bond of whatever nature between Buyer and Embraer Reps pursuant to labor and welfare issues. Hence, Embraer shall bear all labor and welfare burdens stipulated by law in relation to the Embraer Reps.

m. Embraer shall have the right to interrupt the rendering of the Services (i) should any situation occur which, at the discretion of Embraer, could represent a risk to the safety or health of Embraer Reps or (ii) upon the occurrence of any of the following events: strike, insurrection, labor disruptions or disputes, riots, or military conflicts. Upon the occurrence of such an interruption, Embraer shall resume the rendering of the Services for the remainder period immediately after having been informed by Buyer, in writing, of the cessation thereof. No such interruption in the rendering of the Services shall give reason for the extension of the Services beyond the periods identified above.

n. Buyer agrees to indemnify and hold harmless Embraer and Embraer’s officers, agents, employees and assignees from and against all liabilities, damages, losses, judgments, claims and suits, including costs and expenses incident thereto, which may be suffered by, accrued against, be charged to or recoverable from Embraer and/or Embraer’s officers, agents, employees and assignees by reason of loss or damage to property or by reason of injury or death of any person resulting from or in any way connected with the performance of services by employees, representatives or agents of Embraer for or on behalf of Buyer related to Aircraft delivered by Embraer to Buyer, including, but not limited to, the Services and any other services such as technical operations, maintenance, and training services and assistance performed while on the premises of Embraer or Buyer, while in flight on Buyer-owned Aircraft or while performing such activities, at any place, in conjunction with the Aircraft operations of Buyer, except to the extent attributable to the gross negligence or willful misconduct of Embraer, its officers, agents employees and assignees.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 11 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

2.3.3 Account Manager:

Embraer shall assign one (1) non-dedicated Account Manager to support Buyer shortly after execution of the Purchase Agreement and to support the operations of all Aircraft in Buyer’s fleet in revenue service for passenger transportation. The Account Manager will be responsible for coordinating all product support related actions of Embraer to assure a smooth Aircraft introduction into service and, thereafter, for concentrating and addressing all issues concerning the operation of the Aircraft by Buyer. A team composed of regional technical representatives, regional spare parts representatives and regional field engineers, as necessary and applicable, shall support the Account Manager.

2.4 Product Support Package for the Exercised Option Aircraft And Exercised Purchase Right Aircraft

The product support package for the exercised Option and Purchase Right Aircraft shall be limited to the familiarization program for up to [*****] per exercised Option and Purchase Right Aircraft.

2.5 Technical and Engineering Support:

Embraer shall provide remote technical, engineering and flight operations support services three hundred sixty five days a year, twenty four (24) hours a day and seven (7) days a week, for airframe and systems. This service may be accessed by phone, fax and e-mail at the main facilities of Embraer. The technical and engineering support service is designed to support daily operations of the Aircraft by Buyer by assisting Buyer with the identification and investigation of the causes of in-services issues and during AOG situations, as required. The flight operations support service is designed to support Buyer in the use of flight operations publications and [*****]. This service is offered [*****] within such scope and is available for as long as Buyer continues to operate the Aircraft type in regular passenger revenue service. Embraer and Buyer shall agree service standards applicable to technical and engineering support during the negotiation of the Purchase Agreement.

Technical and engineering support is also available to assist Buyer in performing minor structural repairs on the Aircraft, such as dents, abrasions, scrapes and similar damages during normal operations, or caused by ground handling personnel and vehicles while servicing the Aircraft on ground. Such assistance consists of the analysis of damage reports submitted by Buyer, preparation of instructions for repair in accordance with structural repair standard of Embraer. This support shall be provided [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 12 of 13

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “B” to Purchase Agreement COM0041-08 – Rev. 3 Page 13 of 13

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 - LIST OF TECHNICAL PUBLICATIONS

The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer in accordance with the following list:

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Exhibit 1 to Attachment B to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 1

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 – LIST OF TECHNICAL PUBLICATIONS

Buyer shall include the following clauses in its Hull and Comprehensive Airline Liability insurance policies:

a) Hull All Risks Policy, including War, Hi-jacking and Other Perils.

“It is hereby understood and agreed that Insurers agree to waive rights of subrogation against Embraer with regard to the insured Aircraft.

This endorsement shall not operate to prejudice Insurer’s rights of recourse against Embraer - Empresa Brasileira de Aeronáutica S.A. as manufacturer, repairer, supplier or servicing agent where such right of recourse would have existed had this endorsement not been effected under this Policy.”

b) Comprehensive Airline Liability Policy, based on the AVN53 - Additional Insured Endorsement

“It is hereby understood and agreed that Embraer - Empresa Brasileira de Aeronáutica S.A. including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders, are added as Additional Insured only with respect to the operation of the Aircraft by the Named Insured.

This endorsement does not provide coverage for any Additional Insured with respect to claims arising out of its legal liability as manufacturer, repairer, supplier or servicing agent and shall not operate to prejudice Insurer’s right of recourse against any Additional Insured as manufacturer, repairer, supplier or servicing agent.”

c) Notwithstanding anything to the contrary as specified in the Policy or any endorsement thereof, the coverage stated in paragraphs 1 and 2 above, shall not be cancelled or modified by the Insurer, without [*****] advance written notice to Embraer to such effect.

This Endorsement attaches to and forms part of Policy No.                     , and is effective from the      day of             , 200    .

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Exhibit 2 to Attachment B to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 1

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “C”

WARRANTY - MATERIAL AND WORKMANSHIP

1) Embraer, subject to the conditions and limitations hereby expressed, warrants the Aircraft, as follows:

a. For a period of [*****] from the date of delivery to Buyer, the Aircraft will be free from:

• Defects in materials, workmanship and manufacturing processes in relation to parts manufactured by Embraer or by its subcontractors holding an Embraer part number;

• Defects inherent to the design of the Aircraft and its parts designed or manufactured by Embraer or by its subcontractors holding an Embraer part number.

b. For a period of [*****] from the date of delivery to Buyer, the Aircraft will be free from:

• Defects in operation of parts manufactured by Vendors, excluding the Engines, Auxiliary Power Unit (APU) and their accessories (“Vendor Parts”), as well as failures of Vendor Parts due to incorrect installation or installation not complying with the instructions issued or approved by their respective Vendors. For the purpose of this warranty, Engine shall mean the complete power plant system which comprises the engine, the nacelle including thrust reverser, the engine mounting structure, all systems inside the nacelle and their integration with the Aircraft, and the Full Authority Digital Engine Control (FADEC) unit.

• Defects due to non-conformity of Vendor Parts to the technical specification referred to in the Purchase Agreement.

Once the above mentioned periods have expired, Embraer will transfer to Buyer the original Warranty issued by the Vendors, if it still exists.

2) The obligations of Embraer as expressed in this Warranty are limited to replacing or repairing defective parts, depending solely upon its own judgment. The defective parts shall be returned to Embraer or its representatives within a period of [*****] after the occurrence of the defect, at Buyer’s own expense (including but not limited to, freight, insurance, customs duties), adequately packed, provided that such components are actually defective and that the defect has occurred within the periods stipulated in this certificate. Should the defective part not be returned to Embraer within [*****] period, Embraer may have the right, at its sole discretion, to deny the warranty claim.

NOTE: Notification of any defect claimed under this item 3 must be given to Embraer within [*****] after such defect is found.

Freight, insurance, taxes and other costs incurred by Embraer or its representative for the return of the part to Buyer, as well as the associated costs with the reinstallation and adjustments are Buyer’s responsibility.

Parts supplied to Buyer as replacement for defective parts are warranted for the balance of the warranty period still available from the original warranty of the exchanged parts.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment C to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 3

ATTACHMENT “C”

WARRANTY - MATERIAL AND WORKMANSHIP

3) Embraer will accept no warranty claims under any of the circumstances listed below:

a. When the Aircraft has been used in an attempt to break records, or subjected to experimental flights, or in any other way not in conformity with the flight manual or the airworthiness certificate, or subjected to any manner of use in contravention of the applicable aerial navigation or other regulations and rules, issued or recommended by government authorities of whatever country in which the aircraft is operated, when accepted and recommended by I.C.A.O.;

b. When the Aircraft or any of its parts have been altered or modified by Buyer, without prior approval from Embraer or from the manufacturer of the parts through a service bulletin;

c. Whenever the Aircraft or any of its parts have been involved in an accident, or when parts either defective or not complying to manufacturer’s design or specification have been used;

d. Whenever parts have had their identification marks, designation, seal or serial number altered or removed;

e. In the event of negligence, misuse or maintenance services done on the Aircraft, or any of its parts not in accordance with the respective maintenance manual;

f. In cases of deterioration, wear, breakage, damage or any other defect resulting from the use of inadequate packing methods when returning items to Embraer or its representatives.

4) This Warranty does not apply to (a) Buyer-furnished equipment (BFE) or Buyer- installed equipment (BIE), (b) expendable items, whose service life or maintenance cycle is lower than the warranty period, and (c) materials or parts subjected to deterioration.

5) The Warranty hereby expressed is established between Embraer and Buyer, and it cannot be transferred, assigned or novated to any third party, except as provided otherwise pursuant to Article 14 (Assignment) of the Purchase Agreement.

6) TO THE EXTENT PERMITTED BY LAW, THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND REMEDIES OF BUYER SET FORTH IN THIS WARRANTY CERTIFICATE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND ANY ASSIGNEE OF EMBRAER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST EMBRAER OR ANY ASSIGNEE OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT OR FAILURE OR ANY OTHER REASON IN ANY AIRCRAFT OR OTHER THING DELIVERED UNDER THE PURCHASE AGREEMENT OF WHICH THIS IS AN ATTACHMENT, INCLUDING DATA, DOCUMENT, INFORMATION OR SERVICE, INCLUDING BUT NOT LIMITED TO:

a. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

Attachment C to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 3

ATTACHMENT “C”

WARRANTY - MATERIAL AND WORKMANSHIP

b. ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

c. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OR OTHER RELATED CAUSES OF EMBRAER OR ANY ASSIGNEE OF EMBRAER, WHETHER ACTIVE, PASSIVE OR IMPUTED; AND

d. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

7) No representative or employee of Embraer is authorized to establish any other warranty than the one hereby expressed, nor to assume any additional obligation, relative to the matter, in the name of Embraer and therefore any such statements eventually made by, or in the name of Embraer, shall be void and without effect.

Attachment C to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 3 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E2”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E2 to Purchase Agreement COM0041-08 – Rev. 3 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E3”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E3 to Purchase Agreement COM0041-08 – Rev. 3 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****]	[*****]
[*****]	[*****]

[*****]
[*****] [*****]		[*****]
[*****]	[*****]
[*****]		[*****]
[*****]
	[*****]	[*****]
	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]
[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]
	[*****]	[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]
[*****]		[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 3 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

This Attachment F specifies the terms and conditions of the Dispatch Reliability Guarantee (“DRG”) [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “F”

DISPATCH RELIABILITY GUARANTEE

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “F” to Purchase Agreement COM0041-08 – Rev. 3 Page 7 of 7

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “G”

SERVICE LIFE GUARANTEE

This Attachment G specifies the terms and conditions of the Service Life Guarantee (“SLG”) [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “G” to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “G”

SERVICE LIFE GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “G” to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “G”

SERVICE LIFE GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment “G” to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

AMENDMENT No.1 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.1 to the Purchase Agreement dated as of April 30, 2008, (the “Amendment No.1”) is entered into by and between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties” and relates to Purchase Agreement COM0041-08 dated March 11^th, 2008, as amended from time to time in writing by the Parties (the “Purchase Agreement”).

This Amendment No.1 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.1 and the Purchase Agreement this Amendment No.1 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 LR Aircraft (the “Aircraft”) and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft;

2) Buyer and Embraer have agreed to accelerate the delivery schedule of eleventh and seventh Aircraft, previously forecasted in March and September 2010, to August and November 2009, respectively;

3) Buyer has requested and Embraer has agreed that the [*****];

4) As a consequence of the above agreements the Contractual Delivery Dates described in Article 5 of the Purchase Agreement shall be modified, and the Aircraft Basic Price as set forth in Article 4 of the Purchase Agreement shall be modified as herein stated.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree, as follows:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No 1 to Purchase Agreement COM0050-08 COM0094-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

1. ALTERATION OF THE AIRCRAFT DELIVERY SCHEDULE

Article 5 of the Purchase Agreement is hereby deleted and replaced as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01	December 2008	19	November 2010
02	December 2008	20	December 2010
03	December 2008	21	January 2011
04	January 2009	22	February 2011
05	March 2009	23	March 2011
06	May 2009	24	April 2011
07	June 2009	25	May 2011
08	August 2009	26	June 2011
09	September 2009	27	July 2011
10	November 2009	28	August 2011
11	January 2010	29	September 2011
12	February 2010	30	October 2011
13	April 2010	31	November 2011
14	May 2010	32	December 2011
15	June 2010	33	January 2012
16	July 2010	34	March 2012
17	August 2010	35	May 2012
18	October 2010	36	September 2012

2. AIRCRAFT BASIC PRICE

Article 3.1 of the Purchase Agreement is hereby deleted and replaced as follows:

“Buyer agrees to pay Embraer, in United States dollars, for each Aircraft the sum of [*****], [*****] (the “Aircraft Basic Price”).”

3. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments and Letter Agreements, which are not specifically amended by this Amendment No.1, shall remain in full force and effect without any change.

4. COUNTERPARTS

This Amendment No.1 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment No.1 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No 1 to Purchase Agreement COM0050-08 COM0094-08 Page 2 of 3

CONFIDENTIAL

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.1 to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Satoshi Yakota	By:	/s/ Gerald B. Lee
Name:	Satoshi Yakota	Name:	Gerald B. Lee
Title:	Executive Vice President	Title:	Managing Director
	Strategic Planning and Technology Development
By:	/s/ José Luís D. Molina
Name:	José Luís D. Molina
Title:	Vice President Contracts
	Airline Market
Date:	June 6, 2008	Date:	May 30th, 2008
Place:	São José dos Campos – SP	Place	São José dos Campos – SP
	Brazil		Brazil
WITNESS:		WITNESS:
/s/ Marcio Rodolfo Moneira
Name:	MARCIO RODOLFO MOREIRA	Name:
ID:	15721595-7	ID:

Amendment No 1 to Purchase Agreement COM0050-08 COM0094-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

AMENDMENT No.2 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.2 (“Amendment No.2”) dated as of July 31, 2008, is entered into by and between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties” and relates to Purchase Agreement COM0041-08 dated March 11^th, 2008, as amended from time to time in writing by the Parties (the “Purchase Agreement”).

This Amendment No.2 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.2 and the Purchase Agreement, this Amendment No.2 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 LR Aircraft (the “Aircraft”) and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft;

2) The Parties have agreed to convert five (5) [*****] Aircraft into [*****] Aircraft, as well as to revise the delivery schedule set forth in Article 5 of the Purchase Agreement;

3) Embraer and Buyer wish to set forth additional agreements of the Parties with respect to certain matters related to the purchase of the above referenced Aircraft.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. INTERPRETATION

1.1 DEFINITIONS

a) Item 1.1.4 shall be deleted and replace as follows:

“1.1.4 “Aircraft”: shall mean an EMBRAER 190 Aircraft or EMBRAER 195 Aircraft, as defined below, and where the context requires all of such Aircraft.

1.1.4.1 “EMBRAER 190 Aircraft” or “E190 Aircraft”: shall mean the EMBRAER 190 LR version aircraft (certification designation ERJ 190-100 IGW) manufactured by Embraer according to Attachment “A4”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft) to be purchased by Buyer pursuant to this Agreement.

1.1.4.3 “EMBRAER 195 Aircraft” or “E195 Aircraft”: shall mean the EMBRAER 195 AR version (certification designation: ERJ 190-200 IGW) aircraft listed manufactured by Embraer according to Attachment “A-1”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0192-08 - Amendment No. 2 to the Purchase Agreement COM0041-08 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

2. SUBJECT

Article 2 of the Purchase Agreement shall be modified to read as follows:

“Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft;

2.2 Embraer shall provide to Buyer the Services and the Technical Publications as described in Attachment “B” to this Agreement; and

2.3 Buyer shall have the option to purchase up to [*****] Option Aircraft and up to [*****] Purchase Right Aircraft, in accordance respectively with Articles 21 and 22.”

3. PRICE

Article 3.1 of the Purchase Agreement shall be modified to read as follows:

“3.1 Buyer agrees to pay Embraer, in United States dollars, for each E190 Aircraft the sum of [*****] (both defined as the “Aircraft Basic Price”).”

4. DELIVERY

Article 5 of the Purchase Agreement shall be modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01 (E195)	November 2008	19 (E195)	November 2010
02 (E195)	December 2008	20 (E195)	December 2010
03 (E195)	December 2008	21 (E195)	January 2011
04 (E195)	January 2008	22 (E195)	February 2011

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0192-08 - Amendment No. 2 to the Purchase Agreement COM0041-08 Page 2 of 5

CONFIDENTIAL

05 (E195)	February 2009	23 (E195)	March 2011
06 (E190)	April 2009	24 (E195)	April 2011
07 (E190)	May 2009	25 (E195)	May 2011
08 (E190)	June 2009	26 (E195)	June 2011
09 (E190)	July 2009	27 (E195)	July 2011
10 (E190)	November 2009	28 (E195)	August 2011
11 (E195)	January 2010	29 (E195)	September 2011
12 (E195)	February 2010	30 (E195)	October 2011
13 (E195)	Apri 2010	31 (E195)	November 2011
14 (E195)	May 2010	32 (E195)	December 2011
15 (E195)	June 2010	33 (E195)	January 2012
16 (E195)	July 2010	34 (E195)	March 2012
17 (E195)	August 2010	35 (E195)	May 2012
18 (E195)	October 2010	36 (E195)	September 2012

5.2 With regards to the delivery of the two (2) Aircraft in December 2008, Embraer will use commercially reasonable efforts to adjust the schedule so that the first Aircraft is tendered for inspection, acceptance and subsequent delivery to Buyer between the 1st and the 10th of December 2008.”

5. CERTIFICATION

Article 6.1 of the Purchase Agreement shall be modified to read as follows:

“6.1 The E190 and E195 Aircraft are type certified pursuant to airworthiness requirement RBHA 25 (Regulamento Brasileiro de Homologação Aeronáutica) (Airworthiness Standards - Transport Category Airplanes), corresponding to U.S. FAR part 25, including amendments 25-1 through to 25-117, except section 25.981(c) of Amendment 25-102, Amendment 25-106, Section 25.735(h) of Amendment 25-107, Amendment 111, Amendment 115 and Amendment 116.”

6. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.2, shall remain in full force and effect without any change.

COM0192-08 - Amendment No. 2 to the Purchase Agreement COM0041-08 Page 3 of 5

CONFIDENTIAL

7. COUNTERPARTS

This Amendment No.2 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

COM0192-08 - Amendment No. 2 to the Purchase Agreement COM0041-08 Page 4 of 5

CONFIDENTIAL

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.2 to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald B. Lee
Title:	Executive Vice President Airline Market	Title:	Managing Director
By:	/s/ José Luís D. Molina
Name:	José Luís D. Molina
Title:	Vice President Contracts Airline Market
Date:	13 August / 2008	Date:	May 30th, 2008
Place:	SJ Campos	Place	São Paulo

WITNESS:		WITNESS:
/s/ Marcio Rodolfo Moneira		/s/ Joice B. Doutel
Name:	MARCIO RODOLFO MOREIRA	Name:	Joice Bigliazzi Doutel
ID:	15721595-7	ID:	30 941 474-4

COM0192-08 - Amendment No. 2 to the Purchase Agreement COM0041-08 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

AMENDMENT No.3 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.3 to the Purchase Agreement dated as of October 21^st, 2008, (the “Amendment No.3”) is entered into by and between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investment LLC. (“Buyer”), collectively referred to herein as the “Parties” and relates to Purchase Agreement COM0041-08 dated March 11^th, 2008, as amended from time to time in writing by the Parties (the “Purchase Agreement”).

This Amendment No.3 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.3 and the Purchase Agreement, this Amendment No.3 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 LR Aircraft and [*****] EMBRAER 190 (both herein defined as the “Aircraft”) and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft;

2) The [*****] defined in the Escalation Formula subject of the Attachment “D” to the Purchase Agreement [*****]; and

3) The Parties have agreed [*****]

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. CHANGES TO ATTACHMENTS OF THE PURCHASE AGREEMENT

Attachment “D” to the Purchase Agreement is hereby deleted and replaced as presented on Exhibit 1 to this Amendment No.3 which shall be deemed to be Attachment “D” for all purposes under the Purchase Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 3 to Purchase Agreement COM0041-08 COM0312-08 Page 1 of 3

CONFIDENTIAL

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments and Letter Agreements, which are not specifically amended by this Amendment No.3, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No.3 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

Amendment No. 3 to Purchase Agreement COM0041-08 COM0312-08 Page 2 of 3

CONFIDENTIAL

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.3 to be effective as of the date first written above.

By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald B. Lee
Title:	Executive Vice President Airline Market	Title:	Managing Director
By:	/s/ Arthur Coutinho
Name:	Arthur Coutinho
Title:	Executive Vice President of Industrial Operations
Date:	12/Dec/08	Date:
Place:	São José dos Campos	Place

WITNESS:		WITNESS:
/s/ Marcio Rodolfo Moneira
Name:	MARCIO RODOLFO MOREIRA	Name:
ID:	15721595-7	ID:

Amendment No. 3 to Purchase Agreement COM0041-08 COM0312-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to the Purchase Agreement COM0041-08 – Rev. 0 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to the Purchase Agreement COM0041-08 – Rev. 0 Page 2 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D to the Purchase Agreement COM0041-08 – Rev. 0 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

AMENDMENT No.4 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.4 (“Amendment No. 4”) dated as of August 31, 2008, is entered into by and between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties” and relates to Purchase Agreement COM0041-08 dated March 11^th, 2008, as amended from time to time in writing by the Parties (the “Purchase Agreement”).

This Amendment No.4 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.4 and the Purchase Agreement, this Amendment No.3 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 LR Aircraft and [*****] EMBRAER 190 (both herein defined as the “Aircraft”) and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft;

2) Buyer has request and Embraer has agreed to do some changes on the Familiarization Program to the Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. FAMILIARIZATION PROGRAM [*****]

1.1 Item 2.3.1.h.1 of the Attachment B pursuant to the Purchase Agreement is hereby amended by adding the following new paragraph:

“Notwithstanding the provisions above, the Parties have agreed [*****] described in the preceding paragraph into (i) [*****] ground familiarization course as regards Aircraft systems, weight and balance, performance and normal/emergency procedures, and (ii) [*****] to attend [*****] full flight simulator [*****] Such training includes the services of an instructor and will be carried out on a level D full flight simulator. Buyer shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No.4 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

1.2 Item 2.3.1.h.3 of the Attachment B pursuant to the Purchase Agreement is hereby amended by adding the following new paragraph:

“Notwithstanding the provisions above, the Parties have agreed to [*****] This course shall consist of classroom familiarization, including a general description of Aircraft, safety procedures, doors operations, cabin configuration, flight attendant control panels and the [*****] systems [*****].”

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.4, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No.4 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No.4 to Purchase Agreement COM0041-08 Page 2 of 3

CONFIDENTIAL

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.4 to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald Blake Lee
Title:	Executive Vice President Airline Market		Title:	Managing Director
By:	/s/ Artur Coutinho
Name:	Artur Coutinho
Title:	Executive Vice President of Industrial Operations
Date:	12/Dec/08	Date:
Place:	São José dos Campos	Place:
WITNESS		WITNESS
/s/ Marcio Rodolfo Moreira
Name:	Marcio Rodolfo Moreira	Name:
ID:	15-727595-7	ID:

Amendment No.4 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

AMENDMENT No. 5 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.5 (“Amendment No.5”) dated as of November 25, 2008, is entered into by and between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties” and relates to Purchase Agreement COM0041-08 dated March 11^th, 2008, as amended from time to time in writing by the Parties (the “Purchase Agreement”).

This Amendment No.5 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.5 and the Purchase Agreement, this Amendment No.5 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 LR Aircraft and [*****] EMBRAER 190 (both herein defined as the “Aircraft”) and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft;

2) The Parties have agreed to modify certain items of the Aircraft specific configuration;

3) The Buyer has requested and Embraer has agreed to [*****]

4) As a consequence of the above agreements [*****]

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. CONFIGURATION CHANGES TO THE AIRCRAFT

1.1 [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 5 to Purchase Agreement COM0041-08 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 5 to Purchase Agreement COM0041-08 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

2. ATTACHMENTS CHANGES

As a result of the changes referred to above, Attachments “A1” and “A4” (Aircraft Configuration) and “E1” and “E4” (Performance and Weight Guarantee) to the Purchase Agreement are hereby deleted and replaced with new Attachments “A1” and “A4” and “E1” and “E4” in the form of Exhibit 1, 2, 3 and 4, respectively, to this Amendment No. 5.

3. BASIC PRICE CHANGE

Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer, in United States dollars, [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 5 to Purchase Agreement COM0041-08 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments and Letter Agreements, which are not specifically amended by this Amendment No.5 and its Attachment, shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No.5 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

Amendment No. 5 to Purchase Agreement COM0041-08 Page 4 of 5

CONFIDENTIAL

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.5 to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:
Title:	Executive Vice President Airline Market	Title:
By:	/s/ Artur Coutinho
Name:	Artur Coutinho
Title:	Executive Vice President of Industrial Operations
Date:	15/Dec/08	Date:
Place:	São José dos Campos	Place:
WITNESS		WITNESS
/s/ Marcio Rodolfo Moreira
Name:	Marcio Rodolfo Moreira	Name:
ID:	15-727595-7	ID:

Amendment No. 5 to Purchase Agreement COM0041-08 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 195 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
	[*****]
	[*****]
	[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]

Item	Equipment	ECD
020J008	Alternate CG	Nov. 30, 2008
220J002	Dual HUD Guidance System (CATIIIa and LVTO)	Nov. 30, 2008
232J006	CMF (ACARS) with 3rd VHF datalink Mode 2 include	July 31, 2008
462J001	Electronic Flight Bag system (EFB)	May 31, 2008
N/A	LiveTV in-flight entertainment system	TBD

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

3.2 INTERIOR FINISHING:

The materials and colours of all and any items of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain for the Aircraft will be in accordance with Buyer’s choices indicated in the Customer Check List Revision N/C executed by and among Buyer, Embraer and C&D Zodiac on February 15, 2008. In case of conflict between the CCL and this Attachment A the latter shall control.

The choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (lncoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 4 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****] The [*****] I and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 5 of 6

EXHIBIT 1 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.

Attachment A1 to Purchase Agreement COM0041-08 – Rev. 3 Page 6 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 190 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
	[*****]
	[*****]
	[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

[*****]

Item	Equipment	ECD
232J006	CMF (ACARS) with 3rd VHF datalink Mode 2 included	July 31, 2008
462J001	Electronic Flight Bag system (EFB)	May 31, 2008
NA	LiveTV in-flight entertainment system	TBD

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

3.2 INTERIOR FINISHING:

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)

Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Embraer for installation in the Aircraft as BFE. Materials shall

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 4 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (lncoterms 2000) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 5 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****] The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF TH IS ATIACHMENT “A4” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATIACHMENT “A4” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A4 to Purchase Agreement COM0041-08 – Rev. 1 Page 6 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

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[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
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[*****]	[*****]
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	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 – Rev. 1 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]

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[*****]

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[*****] [*****]

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[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]	[*****]
[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]	[*****]
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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

	[*****]	[*****]
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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

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[*****]

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

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[*****] [*****]

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 to Amendment No. 5 to the Purchase Agreement

ATTACHMENT “E4”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 to Purchase Agreement COM0041-08 – Rev. 0 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 6 to Purchase Agreement COM0041-08, dated as of December 12, 2008 (“Amendment 6”) relates to the Purchase Agreement COM0041-08 between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 6 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment 6 constitutes an amendment and modification to the Purchase Agreement. All terms defined in the Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment 6 and the Purchase Agreement, this Amendment 6 shall control.

WHEREAS, pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy and Embraer shall sell [*****] EMBRAER 195 AR aircraft and [*****] EMBRAER 190 AR aircraft (the “Aircraft”) and Buyer has been granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft.

WHEREAS, Buyer has requested [*****] from Embraer with the [*****] Aircraft scheduled to be delivered under the Purchase Agreement in December 2008, such Aircraft bearing Embraer-serial numbers [*****] and [*****] (the “Subject Aircraft”).

WHEREAS, after execution of this Amendment 6, Embraer may in its sole discretion take the [*****] (as hereinafter defined) for any or both of the Subject Aircraft.

WHEREAS, Buyer is willing to agree that [*****]

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. ADDITIONAL REMEDIES [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 6 to Purchase Agreement COM0041-08 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0041-08

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 6 to Purchase Agreement COM0041-08 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0041-08

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

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[*****]

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[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 6 to Purchase Agreement COM0041-08 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0041-08

[*****]

4. DISCLAIMER OF WARRANTIES

EMBRAER DOES NOT OFFER, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY SERVICE OR ACTION IN CONNECTION WITH THIS AMENDMENT 6, INCLUDING, WITHOUT LIMITATION, STATUTORY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST EMBRAER, EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED DEFICIENCY OR NON-CONFORMANCE IN ANY SERVICE OR ACTIONS PERFORMED FOR BUYER OR ANYTHING PROVIDED TO BUYER PURSUANT TO THIS AMENDMENT 6.

5. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the Purchase Agreement, as well as its related Attachments and Letter Agreement, which are not specifically amended by this Amendment 6, shall remain in full force and effect without any change.

6. COUNTERPARTS

This Amendment 6 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment 6 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

[Intentionally left blank - Signature page follows]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 6 to Purchase Agreement COM0041-08 Page 4 of 5

AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 6 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira		Canela Investments LLC
de Aeronáutica S.A.
By:	/s/ Arthur Coutinho	By:	/s/ Gerald B. Lee
Name:	Arthur Coutinho	Name:	Gerald Blake Lee
Title:	Executive Vice President of Industrial Operations	Title:	Managing Director
By:	/s/ José Luís D. Molina
Name:	José Luís D. Molina
Title:	Vice President Contracts Airline Market
Date:	December 12, 2008	Date:	December 12, 2008
Place:	São José dos Campos	Place:	São José dos Campos
Witness:	/s/ Marcio Rodolfo Moreira	Witness:
Name:	Marcio Rodolfo Moreira
ID:	15.771.595.7	Name:

Amendment No. 6 to Purchase Agreement COM0041-08 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 7 to Purchase Agreement COM0041-08, dated as of December 23, 2008 (“Amendment 7”) relates to the Purchase Agreement COM0041-08 between Embraer- Empresa Brasileira de Aeronautica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 7 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment 7 constitutes an amendment and modification to the Purchase Agreement. All terms defined in the Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment 7 and the Purchase Agreement, this Amendment 7 shall control.

WHEREAS, pursuant to Amendment No. 6 to the Purchase Agreement dated as of December 12, 2008, as amended pursuant to (i) Article 4 of Amendment No. 1 to [*****] dated as of December 15, 2008 and (ii) Article 5 of Amendment No. 2 to [*****] dated as of December 19, 2008 (as so amended, “Amendment 6”), Buyer requested and received [*****] with the importation and exportation for the [*****] Aircraft scheduled to be delivered under the Purchase Agreement in December 2008, such Aircraft bearing Embraer-serial numbers [*****] (the “Subject Aircraft”).

WHEREAS, such [*****] of each of the Subject Aircraft.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. RESTATED SECTION 1 TO AMENDMENT 6

The terms of Section 1 of Amendment 6 are hereby amended and restated in their entirety to read as follows:

Buyer has requested that Embraer take, and Embraer may in its sole discretion agree to take any or all of, the following actions with respect to one or both of the Subject Aircraft: (i) provide an [*****]; (ii) [*****] any or all Subject Aircraft to [*****]; and (iii) any other action that Embraer may in good faith elect to take in connection with the Subject Aircraft prior to [*****] the applicable Subject Aircraft and either [*****] with respect to such Subject Aircraft or [*****]

2. RESTATED SECTION 2 TO AMENDMENT 6

The terms of Section 2 of Amendment 6 are hereby amended and restated in their entirety to read as follows:

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 7 to Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0041-08

[*****]

[*****]

3. RESTATED SECTION 3 TO AMENDMENT 6

The terms of Section 3 of Amendment 6 are hereby amended and restated in their entirety to read as follows:

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 7 to Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0041-08

[*****]

[*****]

4. RESTATED SECTION 4 TO AMENDMENT 6

The terms of Section 4 of Amendment 6 are hereby amended and restated in their entirety to read as follows:

EMBRAER DOES NOT OFFER, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY SERVICE OR ACTION IN CONNECTION WITH THIS AMENDMENT 6, INCLUDING, WITHOUT LIMITATION, STATUTORY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST EMBRAER, EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED DEFICIENCY OR NONCONFORMANCE IN ANY SERVICE OR ACTIONS PERFORMED FOR BUYER OR ANYTHING PROVIDED TO BUYER PURSUANT TO THIS AMENDMENT 6.

5. [*****]

Within [*****] after the date hereof, Buyer shall enter into an agreement with Embraer (i) providing that any event of default under a [*****] by Embraer or an affiliate to an owner of a Subject Aircraft, Buyer or an affiliate shall be a default of and failure by Buyer under the Purchase Agreement, and (ii) [*****], on terms acceptable to Embraer, any [*****] pursuant to, or any credits or other rights of Buyer with respect to, the Purchase Agreement, to the obligations of an owner of a Subject Aircraft, Buyer or any affiliate pursuant to any [*****] made by, or other agreement with, Embraer or any affiliate. 5. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the Purchase Agreement, as well as its related Attachments and Letter Agreement, which are not specifically amended by this Amendment 7, shall remain in full force and effect without any change.

6. COUNTERPARTS

This Amendment 7 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment 7 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

[Intentionally left blank – Signature page follows]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 7 to Purchase Agreement COM0041-08 Page 3 of 4

AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 7 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira		Canela Investments LLC
de Aeronáutica S.A.
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald Blake Lee
Title:	Executive Vice President Airline Market	Title:	Managing Director
By:	/s/ Flavio Rimoli
Name:	Flavio Rimoli
Title:	Executive Vice President General Counsel
Date:	23/December/2008	Date:
Place:	São José dos Campos	Place:
Witness:	/s/ Marcio Rodolfo Moreira	Witness:
Name:	Marcio Rodolfo Moreira	Name:

Amendment No. 7 to Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 8 to Purchase Agreement COM0041-08, dated as of March 12, 2009 (“Amendment 8”) relates to the Purchase Agreement COM0041-08 between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer’’) and Canela Investments LLC (“Buyer’’) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 8 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.8 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.8 and the Purchase Agreement, this Amendment No.8 shall control.

WHEREAS:

1) The Parties desires to implement certain changes to the Aircraft configuration [*****]

2) Buyer has requested and Embraer is willing to postpone the Contractual Delivery Date of the Firm Aircraft # 9 and 10, from July 2009 and November 2009 to January 2010 and February 2010.

3) Such postponement shall cause additional modifications to the Aircraft delivery schedule contained in Article 5.1 of the Purchase Agreement;

4) In consideration of the postponement, Buyer agrees to pay Embraer the fee as provided for herein.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. CONFIGURATION CHANGES TO THE AIRCRAFT

1.1 [*****] modification

Aircraft [*****] shall be delivered with [*****] in the gray color. There will be no weight alteration due to this change. The Basic Price of the [*****] shall be increased by [*****] for each affected Aircraft, [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 8 to Purchase Agreement COM0041-08 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0041-08

1.2 Installation of [*****]

Aircraft [*****] Aircraft shall be delivered with [*****] installed. Due to this change, the EEW of the affected [*****] Aircraft shall be increased by [*****]. The Attachment “E1” and “E4” (Performance and Weight Guarantee) shall be amended to reflect this [*****] change. The Basic Price of the Aircraft [*****] shall be increased by [*****]

1.3 Provisions for [*****]

Aircraft [*****] Aircraft shall be delivered with provisions for the [*****]. Due to this change, the EEW of the affected [*****] Aircraft shall be increased by [*****]. The Attachment “E1” and “E4” (Performance and Weight Guarantee) shall be amended to reflect this [*****] change. The Basic Price of the Aircraft [*****], shall be increased by [*****]

1.4 [*****] Relocation

[*****] Aircraft [*****] shall be delivered with provisions for a [*****]. Due to this change, the EEW of the affected Aircraft shall be increased by [*****]. The Attachment “E4” (Performance and Weight Guarantee) shall be amended to reflect this [*****] change. The Basic Price of the Aircraft [*****] Aircraft shall be increased by [*****]

1.5 [*****]

[*****] Aircraft [*****] shall be delivered with a [*****]. Due to this change, the EEW of the affected [*****] Aircraft shall be increased by [*****]. The Attachment “E4” (Performance and Weight Guarantee) shall be amended to reflect this [*****]. The Basic Price of the Aircraft [*****] Aircraft shall be increased by [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 8 to Purchase Agreement COM0041-08 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0041-08

2. DELIVERY

1.1 Article 5 of the Purchase Agreement shall be modified to read as follows: “5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01 (E195)	November 2008	19 (E195)	March 2011
02 (E195)	December 2008	20 (E195)	April 2011
03 (E195)	December 2008	21 (E195)	May 2011
04 (E195)	January 2008	22 (E195)	May 2011
05 (E195)	February 2009	23 (E195)	June 2011
06 (E190)	April 2009	24 (E195)	July 2011
07 (E190)	May 2009	25 (E195)	August 2011
08 (E190)	June 2009	26 (E195)	September 2011
09 (E190)	January 2010	27 (E195)	October2011
10 (E190)	February 2010	28 (E195)	October 2011
11 (E195)	May 2010	29 (E195)	November 2011
12 (E195)	June 2010	30 (E195)	December 2011
13 (E195)	July 2010	31 (E195)	January 2012
14 (E195)	October 2010	32 (E195)	March 2012
15 (E195)	November 2010	33 (E195)	May 2012
16 (E195)	December 2010	34 (E195)	September 2012
17 (E195)	January 2011	35 (E195)	October 2012
18 (E195)	February 2011	36 (E195)	November 2012

3. [*****] FEE

Buyer shall pay Embraer a fixed and firm amount equal to [*****] within [*****] after the date of execution of this Amendment No.8 by wire transfer of immediately available funds to an account designated in writing by Embraer.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 8 to Purchase Agreement COM0041-08 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0041-08

4. RESTATEMENT OF LIQUIDATED DAMAGES PROVISIONS

The Parties hereby agree that in the event of Buyer’s breach of this Amendment No.8 or in the event of the circumstances specified in Article 20.3 of the Purchase Agreement, the liquidated damages provision set forth in such Article 20.3 of the Purchase Agreement shall apply and each Party hereto restates its understanding that such liquidated damages provision represents a genuine, fair and reasonable estimate of Embraer’s likely damages.

5. BASIC PRICE CHANGE

Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

3.1 Buyer agrees to pay Embraer in United States dollars, the per unit Aircraft Basic Price as indicated in the table below:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

6. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.8, shall remain in full force and effect without any change.

7. COUNTERPARTS

This Amendment No. 8 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 8 to Purchase Agreement COM0041-08 Page 4 of 5

AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 8 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira		Canela Investments LLC
de Aeronáutica S.A.
By:	/s/ Arthur Coutinho	By:	/s/ Gerald B. Lee
Name:	Arthur Coutinho	Name:	Gerald Blake Lee
Title:	Executive Vice President of Industrial Operations	Title:	Managing Director
By:	/s/ Eduardo Munnós de Campos
Name:	Eduardo Munnós de Campos
Title:	Vice President Contracts Airline Market
Date:	March 12, 2009	Date:	March 12, 2009
Place:	São José dos Campos	Place:	São Paulo, Brazil
Witness:	/s/ Sandra Boelter de Baslos	Witness:	/s/ Aline Munhoz Zamora
Name:	Sandra Boelter de Boslos	Name:	Aline Munhoz Zamora
RG:	1066313048		RG: 32.484.341 -5
			CPF: 216.841.928 -03

Amendment No. 8 to Purchase Agreement COM0041-08 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]
[*****]	[*****]
[*****]

[*****]	[*****]
[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

	[*****]	[*****]
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[*****]

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[*****]

[*****]

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

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[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Amendment No. 8 to Purchase Agreement COM0041-08 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]

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[*****]

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[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 1 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]
[*****]	[*****]
[*****]

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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]
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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

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[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 5 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]

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[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****]

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E4” PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E4 Amendment No. 8 to Purchase Agreement COM0041-08 Page 8 of 8

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 9 to Purchase Agreement COM0041-08, dated as of October 30, 2009 (“Amendment 9”) relates to the Purchase Agreement COM0041-08 between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 9 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 9 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 9 and the Purchase Agreement, this Amendment No. 9 shall control.

WHEREAS:

1) Pursuant and subject to the terms and conditions of the Purchase Agreement Buyer shall buy and Embraer shall sell [*****] Aircraft and pursuant to which, Buyer was granted the right to purchase up to [*****] Option Aircraft and [*****] Purchase Right Aircraft.

2) The Parties have entered into the [*****] of the Purchase Agreement solely with respect to the Aircraft #05, #06 and #08.

3) Buyer has requested and Embraer is willing to [*****] the Contractual Delivery Date of the Aircraft #9 and 10, from January and February 2010 to December 2009 and January 2010.

4) The Parties desire to implement certain changes to the Aircraft configuration which caused [*****].

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement shall be modified to read as follows:

“Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] Aircraft.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 9 to Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0041-08

2. DELIVERY

2.1 Article 5 of the Purchase Agreement shall be modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01 (E195)	November 2008	19 (E195)	March 2011
02 (E195)	December 2008	20 (E195)	April 2011
03 (E195)	December 2008	21 (E195)	May 2011
04 (E195)	January 2009	22 (E195)	May 2011
05 (E195)	Aircraft Terminated	23 (E195)	June 2011
06 (E195)	Aircraft Terminated	24 (E195)	July 2011
07 (E195)	May 2009	25 (E195)	August 2011
08 (E195)	Aircraft Terminated	26 (E195)	September 2011
09 (E195)	December 2009	27 (E195)	October 2011
10 (E195)	January 2010	28 (E195)	October 2011
11 (E195)	May 2010	29 (E195)	November 2011
12 (E195)	June 2010	30 (E195)	December 2011
13 (E195)	July 2010	31 (E195)	January 2012
14 (E195)	October 2010	32 (E195)	March 2012
15 (E195)	November 2010	33 (E195)	May 2012
16 (E195)	December 2010	34 (E195)	September 2012
17 (E195)	January 2011	35 (E195)	October 2012
18 (E195)	February 2011	36 (E195)	November 2012

3. CONFIGURATION CHANGES TO THE AIRCRAFT

3.1 [*****] Requirement

Aircraft #09 and all subsequent E190 and E195 Aircraft shall be delivered with a new [*****]. Due to this change, the EEW of the affected Aircraft shall be increased by [*****] for the [*****] Aircraft, and [*****] for the E195 Aircraft, which shall be considered in the relevant Aircraft [*****] as provided in the Purchase Agreement. The Basic Price of the Aircraft #09, 10 and 11 shall not be affected. Aircraft #12 and all subsequent E195 shall be increased by [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 9 to Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0041-08

3.2 [*****]

Aircraft #11 and all subsequent E195 Aircraft shall be delivered with certain interior equipment and furnishings [*****] Due to this change, the EEW of the affected E195 Aircraft shall be increased by [*****] which shall be considered in the relevant Aircraft [*****] as provided in the Purchase Agreement. The Basic Price of the Aircraft #11 and all subsequent E195 Aircraft shall be increased by [*****]

4. BASIC PRICE CHANGE

Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

3.1 Buyer agrees to pay Embraer in United States dollars, the per unit Aircraft Basic Price as indicated in the table below:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

5. CHANGES TO ATTACHMENTS OF THE PURCHASE AGREEMENT

Attachments “A1”, “A4”, “E1”, “E4” and “D” to the Purchase Agreement are hereby deleted and replaced as presented in this Amendment No. 9 which shall be deemed to be Attachments “A1”, “A4”, “E1”, “E4” and “D” for all purposes under the Purchase Agreement.

6. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.9, shall remain in full force and effect without any change.

7. COUNTERPARTS

This Amendment No.9 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 9 to Purchase Agreement COM0041-08 Page 3 of 4

AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 9 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald Blake Lee
Title:	Executive Vice President     Airline Market	Title:	Director/Attorney in Fact
By:	/s/ Eduardo Munnós de Campos
Name:	Eduardo Munnós de Campos
Title:	Vice President Contracts     Airline Market
Date:		Date:	October 30, 2009
Place:		Place:	Barrier – SP
Witness:	/s/ Sandra Boelter de Baslos	Witness:	/s/ Aline Munhoz Zamora
Name:	Sandra Boelter de Boslos	Name:	Aline Munhoz Zamora
RG:			RG: 32.485.341 - 5
			CPF: 216.841.928 - 03

Amendment No. 9 to Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 10 to Purchase Agreement COM0041-08, dated as of December 21, 2009 (“Amendment No. 10”) relates to the Purchase Agreement COM0041-08 between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 10 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.10 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not o!herwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.10 and the Purchase Agreement, this Amendment No.10 shall control.

WHEREAS, this Amendment No.10 sets forth additional agreements between Embraer and Buyer relative to (i) Buyer’s purchase of additional five (5) new E195 Aircraft to be delivered in 2010 (the “Five New E195”), (ii) the anticipation of the delivery date of certain Aircraft and (iii) certain special conditions for the last six Aircraft.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement shall be modified to read as follows:

“Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft;

2. DELIVERY

2.1 Article 5 of the Purchase Agreement shall be modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01 (E195)	November 2008	22 (E195)	January 2011
02 (E195)	December 2008	23 (E195)	February 2011
03 (E195)	December 2008	24 (E195)	March 2011
04 (E195)	January 2009	25 (E195)	April 2011
05 (E195)	Aircraft Terminated	26 (E195)	May 2011

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 10 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0041-08

06 (E190)	Aircraft Terminated	27 (E195)	May 2011
07 (E190)	May 2009	28 (E195)	June 2011
08 (E190)	Aircraft Terminated	29 (E195)	July 2011
09 (E190)	December 2009	30 (E195)	August 2011
10 (E190)	January 2010	31 (E195)	September 2011
11 (E195)	May 2010	32 (E195)	October 2011
12 (E195)	June 2010	33 (E195)	October 2011
13 (E195)	June 2010	34 (E195)	November 2011
14 (E195)	July 2010	35 (E195)	December 2011
15 (E195)	August 2010	36 (E195)	January 2012
16 (E195)	August 2010	37 (E195)	March 2012
17 (E195)	September 2010 (*)	38 (E195)	May 2012
18 (E195)	September 2010 (*)	39 (E195)	September 2012
19 (E195)	October 2010(*)	40 (E195)	October 2012
20 (E195)	November 2010 (*)	41 (E195)	November 2012
21 (E195)	November 2010 (*)

(*) Five New E195

3. SPECIAL CONDITIONS FOR THE [*****]

The Purchase Price of the [*****] shall be calculated according to the Escalation Formula provided however that the [*****] (for the avoidance of doubts, the entire period to be considered in the [*****] of such [*****] is from January 2008 up to December 2011).

[*****]

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 10, shall remain in full force and effect without any change.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 10 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0041-08

5. COUNTERPARTS

This Amendment No.10 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 10 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald Blake Lee
Title:	Executive Vice President     Airline Market	Title:	Director/Attorney in Fact
By:	/s/ Eduardo Munnós de Campos
Name:	Eduardo Munnós de Campos
Title:	Vice President Contracts     Airline Market
Date:	December 21st, 2009	Date:	December 21st, 2009
Place:		Place:
Witness:	/s/ Sandra Boelter de Baslos	Witness:	/s/ Aline Munhoz Zamora
Name:	Sandra Boelter de Boslos	Name:	Aline Munhoz Zamora
RG:			RG: 32.485.341 - 5
			CPF: 216.841.928 - 03

Amendment No. 10 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 11 to Purchase Agreement COM0041-08, dated as of October     , 2010 (“Amendment No. 11”) relates to the Purchase Agreement COM0041-08 between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 11 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.11 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not othervvise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.11 and the Purchase Agreement, this Amendment No.11 shall control.

WHEREAS:

1) The Parties desires to implement certain changes to the Aircraft configuration whic [*****]

2) The [*****] - defined in the Escalation Formula subject of the Attachment “D” to the Purchase Agreement is [*****] and the Parties have agreed [*****]

3) The Parties have entered into the [*****] of the Purchase Agreement solely with respect to the Aircraft #09.

4) The Parties have also agreed on changing the Contractual Delivery Dates for 2011 and 2012.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement shall be modified to read as follows:

“Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft;

2. DELIVERY

2.1 Article 5 of the Purchase Agreement shall be modified to read as follows

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 11 to Purchase Agreement COM0041-08 Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

Paulo, Brazil, according to the following schedule:

Aircraft#	Contractual Delivery Date	Aircraft#	Contractual Delivery Date
01 (E195)	November 2008	22 (E195)	January 2011
02 (E195)	December 2008	23 (E195)	February 2011
03 (E195)	December 2008	24 (E195)	March 2011
04 (E195)	January 2009	25 (E195)	April 2011
05 (E195)	Aircraft Terminated	26 (E195)	May 2011
06 (E190)	Aircraft Terminated	27 (E195)	June 2011
07 (E190)	May 2009	28 (E195)	July 2011
08 (E190)	Aircraft Terminated	29 (E195)	August 2011
09 (E190	Aircraft Terminated	30 (E195)	September 2011
10 (E190)	January 2010	31 (E195)	October 2011
11 (E195)	May 2010	32 (E195)	November 2011
12 (E195)	June 2010	33 (E195)	December 2011
13 (E195)	June 2010	34 (E195)	January 2012
14 (E195)	July 2010	35 (E195)	February 2012
15 (E195)	August 2010	36 (E195)	March 2012
16 (E195)	August 2010	37 (E195)	April 2012
17 (E195)	September 2010 (*)	38 (E195)	May 2012
18 (E195)	September 2010 (*)	39 (E195)	September 2012
19 (E195)	October 2010 (*)	40 (E195)	October 2012
20 (E195)	November 2010 (*)	41 (E195)	November 2012
21 (E195)	November 2010 (*)

(*) Five New E195”

3. CHANGE IN THE AIRCRAFT CONFIGURATION

3.1 [*****]

[*****] Aircraft [*****] have been delivered with the [*****] components installed in the [*****] as referred in the PMC/022 dated February 18, 2009).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 11 to Purchase Agreement COM0041-08 Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

There is an increase of [*****] in the EEW of such affected [*****] Aircraft due to this change. The Basic Price of the [*****] Aircraft [*****] has been increased by [*****]

3.2 Change [*****]

[*****] Aircraft [*****] has been delivered with the [*****] as referred in the PMC/024 dated June 22, 2009). There is an increase of [*****] in the EEW of such affected [*****] Aircraft due to this change. The Basic Price of the [*****] Aircraft [*****] has been increased by [*****]

3.3 Inclusion of [*****]

Aircraft [*****] shall be delivered with [*****] (as referred in the PMC/027 dated September 3, 2009). There will be no weight alteration in the affected Aircraft due to this change. The Basic Price of the Aircraft [*****] shall be increased by [*****]

3.4 Translation to [*****].

Aircraft [*****] shall be delivered with [*****] (as referred in the PMC/028 dated November, 9, 2009). There will be no weight alteration in the affected Aircraft due to this change. The Basic Price of the [*****] shall be increased by [*****].

3.5 [*****] installation [*****]

Aircraft [*****] shall be delivered with a [*****] (as referred in the PMC/029 dated January 21, 2010). There will be no weight alteration in the affected Aircraft due to this change. The Basic Price of the Aircraft [*****] shall be increased by [*****]

3.6 [*****]

Aircraft [*****] shall be delivered with [*****] (as referred in the PMC/030 dated January 21, 2010). There will be no weight alteration on the affected Aircraft due to this change. The Basic Price of the Aircraft [*****] shall be increased by [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 11 to Purchase Agreement COM0041-08 Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

3.7 New [*****]

Aircraft [*****] shall be delivered with a new [*****] (as referred in the PMC/031 dated February, 24, 2010). There will be a decrease of [*****] in the EEW of the affected Aircraft due to this change. The Basic Price of the Aircraft [*****] shall be increased by [*****]

4. BASIC PRICE CHANGE

4.1 Aircraft Basic Price: Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

4.2 Aircraft Basic Price for Conversion Aircraft: Due to the changes in the Aircraft configuration, Article 23.4 of the Purchase Agreement is hereby modified to read as follows:

“23.4 The Conversion Aircraft Basic Price for each the [*****], in [*****], including the optional equipment and customized lay outs defined respectively in Attachments “A2”, “A3” and “A4”, are:

	[*****]	[*****]	[*****]
Basic Price	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 11 to Purchase Agreement COM0041-08 Page 4 of 6

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

5. CHANGES TO ATTACHMENTS OF THE PURCHASE AGREEMENT

As a result of the changes referred to above, Attachments “A 1” and “A4” (Aircraft Configuration), “E1” and “E4” (Performance and Weight Guarantee) and Attachment “D” (Escalation Formula) to the Purchase Agreement are hereby deleted and replaced with new Attachments “A1”, “A4”, “E1”,“E4” and “D” to this Amendment No. 11.

6. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 11, shall remain in full force and effect without any change.

7. COUNTERPARTS

This Amendment No.11 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

Amendment No. 11 to Purchase Agreement COM0041-08 Page 5 of 6

AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 11 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Gerald B. Lee
Name:	Mauro Kern Junior	Name:	Gerald Blake Lee
Title:	Executive Vice-President New Programs, Airline Market	Title:	Canela Investments, LLC Managing Director
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice President, Contracts
	Airline Market
Date:	October 26, 2010	Date:	October 26th, 2010
Place:	Sáo José dos Campos, SP	Place:	Barueri, SP
Witness:	/s/ Carlos Martins Dutra	Witness:	/s/ Aline Munhoz Zamora
Name:	Carlos Martins Dutra	Name:	Aline Munhoz Zamora
RG:			RG: 32.485.341 - 5
			CPF: 216.841.928 - 03

Amendment No. 11 to Purchase Agreement COM0041-08 Page 6 of 6

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 12 to Purchase Agreement COM0041-08, dated as of September 30^th, 2011 (“Amendment No. 12”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 12 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.12 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.12 and the Purchase Agreement, this Amendment No.12 shall control.

WHEREAS:

1) Buyer desires to purchase [*****] E195 aircraft pursuant to the Purchase Agreement;

2) The Parties desires to implement certain changes to the Aircraft configuration which caused [*****]

3) The Parties have entered into a [*****] with respect to each of the following Aircraft #13, 18, 19, 20, 21, 23, 24 and 26;

4) Buyer desires to modify the Aircraft delivery schedule contained in Article 5.1 of the Purchase Agreement;

5) The Parties desire to include Attachment “D1” to the Purchase Agreement.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement is hereby modified to read as follows:

“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft.”

2. DELIVERY

2.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 12 to Purchase Agreement COM0041-08 Page 1 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0041-08

Aircraft #	Contractual Delivery Date	Aircraft	Contractual Delivery Date
01 (E195)	Nov 2008	32 (E195)	Dec 2011
02 (E195)	Dec 2008	33 (E195)	Dec 2011
03 (E195)	Dec 2008	34 (E195)	Jan 2012
04 (E195)	Jan 2009	35 (E195)	Feb 2012
05 (E195)	Aircraft Terminated	36 (E195)	Mar 2012
06 (E190)	Aircraft Terminated	37 (E195)	Apr 2012
07 (E190)	May 2009	38 (E195)	May 2012
08 (E190)	Aircraft Terminated	39 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	40 (E195)	Nov 2012
10 (E190)	Jan 2010	41 (E195)	Dec 2012
11 (E195)	May 2010	42 (E195)	Mar 2013
12 (E195)	Jun 2010	43 (E195)	May 2013
13 (E195)	Aircraft Terminated	44 (E195)	Jun 2013
14 (E195)	Jul 2010	45 (E195)	Oct 2013
15 (E195)	Aug 2010	46 (E195)	Nov 2013
16 (E195)	Aug 2010	47 (E195)	Feb 2014
17 (E195)	Sep 2010 (*)	48 (E195)	Mar 2014
18 (E195)	Aircraft Terminated (*)	49 (E195)	Apr 2014
19 (E195)	Aircraft Terminated(*)	50 (E195)	Jun 2014
20 (E195)	Aircraft Terminated(*)	51 (E195)	Sep 2014
21 (El 95)	Aircraft Terminated(*)	[*****]	[*****]
22 (E195)	Jan 2011	[*****]	[*****]
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Jun 2011	[*****]	[*****]
28 (E195)	Jul 2011	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]

(*) Five New E195

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 12 to Purchase Agreement COM0041-08 Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0041-08

3. CHANGES TO THE AIRCRAFT CONFIGURATION

3.1 [*****] - modification for [*****]

Aircraft [*****] shall be delivered with [*****] The EEW of the affected Aircraft shall increase in [*****] due to this change. The Basic Price of the affected Aircraft shall be increased by [*****].

3.2 Azul E195 - Green Livery

Aircraft [*****] shall be delivered painted in green. The Basic Price of the affected Aircraft shall be increased by [*****]

3.3 Azul E195 - Flagship Livery

Aircraft [*****] shall be delivered painted with the Brazilian flag colors. The Basic Price of the affected Aircraft shall be increased by [*****].

3.4 Azul E195 — Azul Viagens Livery

Aircraft [*****] shall be delivered painted with LogoJet Azul Viagens colors. The Basic Price of the affected Aircraft shall be increased by [*****]

3.5 [*****]

Buyer requested to have Aircraft [*****] to be delivered with [*****]. As a consequence, the Basic Price of the Aircraft [*****] to Aircraft [*****] shall be [*****] Specifically for Aircraft [*****], due to the fact that the [*****] were performed in an expedited manner, the Basic Price of this Aircraft [*****] shall be [*****]

4. BASIC PRICE CHANGE

4.1 Aircraft Basic Price: Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 12 to Purchase Agreement COM0041-08 Page 3 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0041-08

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

4.2 Escalation: Article 3.3 of the Purchase Agreement is hereby modified to read as follows:

“3.3 The Basic Price of Aircraft [*****] to Aircraft [*****], Aircraft [*****] and Aircraft [*****] shall be [*****] The Basic Price of Aircraft [*****], Aircraft [*****] and Aircraft [*****] to Aircraft [*****] shall be [*****].

Such price as escalated shall be the Aircraft Purchase Price and it will be provided by Embraer to Buyer [*****] prior to each Aircraft Contractual Delivery Date.”

5. INCLUSION OF ATTACHMENT “D1”

A new Attachment “D1” attached to this Amendment No.12 is hereby included in the Purchase Agreement as Attachment “D1”.

6. CHANGE TO CLAUSE SPECIAL CONDITIONS FOR THE [*****]

Article 3 to Amendment No. 10 to the Purchase Agreement is hereby deleted as if such Article 3 had never been included in the Amendment No. 10 to the Purchase Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 12 to Purchase Agreement COM0041-08 Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0041-08

7. [*****]

In consideration of Buyer [*****] Aircraft as contemplated in this Amendment No. 12, the [*****] already provided by Embraer to Buyer shall be considered [*****], and therefore there is [*****] by Buyer to Embraer in relation to this [*****].

8. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.12, shall remain in full force and effect without any change.

9. COUNTERPARTS

This Amendment No.12 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 12 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A		Canela Investments LLC
By:	/s/ José Luis D’Avila Molina	By:	/s/ Gerald Blake Lee
Name:	José Luis D’Avila Molina	Name:	Gerald Blake Lee
Title:	Vice President, Contracts     Airline Market	Title:	Canela Investments, LLC     Managing Director
By:	/s/ Eduardo Manhós de Campos
Name:	Eduardo Manhós de Campos
Title:	Vice President, Latin America     Airline Market
Date:	September 30, 2011	Date:	September 30, 2011
Place:	São José dos Campos, SP	Place:	Barueri, SP.
Witnesses: /s/ Fernando Bueno		Witnesses: /s/ Aline Munhoz Zamara
Name:	Fernando Bueno	Name:	Aline Munhoz Zamara
			ID: RG: 32.485.341-5
			CPF: 216.841.928-03

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 12 to Purchase Agreement COM0041-08 Page 5 of 5

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 12 to the Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 12 to the Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 12 to the Purchase Agreement COM0041-08 Page 3 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 12 to the Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 13 to Purchase Agreement COM0041-08, dated as of November 9, 2011 (“Amendment No. 13”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 13 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.13 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.13 and the Purchase Agreement, this Amendment No.13 shall control.

WHEREAS:

1) The Parties have entered into a [*****] with respect to each of the following Aircraft #27 and #28;

2) Buyer has requested to change the Basic Price of certain Aircraft as a result of [*****]

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement is hereby modified to read as follows:

“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E95 Aircraft and [*****] E90 Aircraft.”

2. DELIVERY

2.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	32 (E195)	Dec 2011
02 (E195)	Dec 2008	33 (E195)	Dec 2011
03 (E195)	Dec 2008	34 (E195)	Jan 2012
04 (E195)	Jan 2009	35 (E195)	Feb 2012
05 (E195)	Aircraft Terminated	36 (E195)	Mar 2012
06 (E190)	Aircraft Terminated	37 (El 95)	Apr 2012

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 13 to Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0041-08

07 (E190)	May 2009	38 (E195)	May 2012
08 (E190)	Aircraft Terminated	39 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	40 (E195)	Nov 2012
10 (E190)	Jan 2010	41 (E195)	Dec 2012
11 (E195)	May 2010	42 (E195)	Mar 2013
12 (E195)	Jun 2010	43 (E195)	May 2013
13 (E195)	Aircraft Terminated	44 (E195)	Jun 2013
14 (E195)	Jul 2010	45 (E195)	Oct 2013
15 (E195)	Aug 2010	46 (E195)	Nov 2013
16 (E195)	Aug 2010	47 (E195)	Feb 2014
17 (E195)	Sep 2010 (*)	48 (E195)	Mar 2014
18 (E195)	Aircraft Terminated (*)	49 (E195)	Apr 2014
19 (E195)	Aircraft Terminated(*)	50 (E195)	Jun 2014
20 (E195)	Aircraft Terminated(*)	51 (E195)	Sep 2014
21 (E195)	Aircraft Terminated(*)	[*****]	[*****]
22 (E195)	Jan 2011	[*****]	[*****]
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (El95)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (El95)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]

(*) Five New E195

[*****]

3. BASIC PRICE CHANGE

3.1 Aircraft Basic Price: [*****] by Buyer, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 13 to Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0041-08

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

3.2 Escalation: Article 3.3 of the Purchase Agreement is hereby modified to read as follows:

“3.3 The Basic Price of Aircraft [*****] to Aircraft [*****], Aircraft [*****] and Aircraft [*****] shall be [*****] The Basic Price of Aircraft [*****], Aircraft [*****], Aircraft [*****], and Aircraft [*****] to Aircraft [*****] shall be [*****] tached to this Amendment No.13 which is hereby included in the Purchase Agreement.

Such price as escalated shall be the Aircraft Purchase Price and it will be provided by Embraer to Buyer [*****] each Aircraft Contractual Delivery Date.”

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.13, shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No.13 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 13 to Purchase Agreement COM0041-08 Page 3 of 4

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 13 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ Gerald B. Lee
Name:	Artur Coutinho	Name:	Gerald Blake Lee
Title:	COO – Chief Operating Officer	Title:	Canela Investments, LLC Managing Director
By:	/s/ Jose Luis D’Avila Molina
Name:	Jose Luis D’Avila Molina
Title:	Vice President, Contracts Commercial Aviation
Date:	November 9, 2011	Date:	November 9, 2011
Place:	SJ Campos, Brazil	Place:	Barueri, Brazil
Witness:	/s/ Sandra Boelter de Baslos	Witness:	/s/ Priscilla Ferreira Branco
Name:	Sandra Boelter de Baslos	Name:	Priscilla Ferreira Branco
		Identidade:	12626633-7 - IPP
		CPF:	090614607-67

Amendment No. 13 to Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 13 to Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 13 to Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]	[*****]
[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 13 to Purchase Agreement COM0041-08 Page 3 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]	[*****]
[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 13 to Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 14 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 14 to Purchase Agreement COM0041-08, dated as of December 1^st 2011 (“Amendment No. 14”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 14 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.14 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.14 and the Purchase Agreement, this Amendment No.14 shall control.

WHEREAS:

1. Buyer has requested to repaint certain portion of Aircraft #30 prior to delivery:

2. Buyer has requested to change the Basic Price of certain Aircraft as a result of [*****].

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. EXTERNAL PAINTING CHANGE

Aircraft #30 shall have some portion of its fuselage repainted as agreed by Buyer and Embraer. The Basic Price of this Aircraft shall be [*****].

2. BASIC PRICE CHANGE

2.1 Aircraft Basic Price: [*****] by Buyer, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 14 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 14 TO PURCHASE AGREEMENT COM0041-08

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

3.2 Escalation: Article 3.3 of the Purchase Agreement is hereby modified to read as follows:

“3.3 The Basic Price of Aircraft [*****] to Aircraft [*****], Aircraft [*****] and Aircraft [*****] shall be [*****] to the Purchase Agreement. The Basic Price of Aircraft [*****], Aircraft [*****], Aircraft [*****], Aircraft [*****], Aircraft [*****] and Aircraft [*****] to Aircraft [*****] shall be [*****] attached to this Amendment No.14 which is hereby included in the Purchase Agreement.

Such price as escalated shall be the Aircraft Purchase Price and it will be provided by Embraer to Buyer [*****] to each Aircraft Contractual Delivery Date.”

3. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.14, shall remain in full force and effect without any change.

4. COUNTERPARTS

This Amendment No.14 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 14 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 14 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 14 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ Gerald B. Lee
Name:	Artur Coutinho	Name:	Gerald Blake Lee
Title:	COO – Chief Operating Officer	Title:	Canela Investments, LLC Managing Director
By:	/s/ Jose Luis D’Avila Molina
Name:	Jose Luis D’Avila Molina
Title:	Vice President, Contracts Commercial Aviation
Date:	December 1st, 2011	Date:	Barueri, December 1st, 2011
Place:	São José dos Campos, SP	Place:	Barueri, Brazil
Witness:	/s/ Sandra Boelter de Baslos	Witness:	/s/ Priscilla Ferreira Branco
Name:	Sandra Boelter de Baslos	Name:	Priscilla Ferreira Branco
		Identidade:	12626633-7 - IPP
			CPF: 090614607-67

Amendment No. 14 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 14 to Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 14 to Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 14 to Purchase Agreement COM0041-08 Page 3 of 4

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No. 14 to Purchase Agreement COM0041-08 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 15 COM 0021-12 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 15 to Purchase Agreement COM0041-08, dated as of January     , 2012 (“Amendment No. 15”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 15 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.15 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.15 and the Purchase Agreement, this Amendment No.15 shall control.

WHEREAS,

a) Buyer has requested and Embraer is willing to [*****] the Contractual Delivery Date of the Aircraft #39, #40 and #41;

b) In view of the above, Parties have agreed to modify the Aircraft delivery schedule contained in Article 5.1 of the Purchase Agreement;

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	32 (E195)	Dec 2011
02 (E195)	Dec 2008	33 (E195)	Dec 2011
03 (E195)	Dec 2008	34 (E195)	Jan 2012
04 (E195)	Jan 2009	35 (E195)	Feb 2012
05 (E1.95)	Aircraft Terminated	36 (E195)	Mar 2012
06 (E190)	Aircraft Terminated	37 (E195)	Apr 2012
07 (E190)	May 2009	38 (E195)	May 2012
08 (E190)	Aircraft Terminated	39 (E195)	Sep 2012
09 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
10 (E190)	Jan 2010	41 (E195)	Nov 2012
11 (E195)	May 2010	42 (E195)	Mar 2013
12 (E195)	Jun 2010	43 (E195)	May 2013

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 15 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 15 COM 0021-12 TO PURCHASE AGREEMENT

COM0041-08

13 (E195)	Aircraft Terminated	44 (E195)	Jun 2013
14 (E195)	Jul 2010	45 (E195)	Oct 2013
15 (E195)	Aug 2010	46 (E195)	Nov 2013
16 (E195)	Aug 2010	47 (E195)	Feb 2014
17 (E195)	Sep 2010 (*)	48 (E195)	Mar 2014
18 (E195)	Aircraft Terminated (*)	49 (El 95)	Apr 2014
19 (E195)	Aircraft Terminated(*)	50 (E195)	Jun 2014
20 (E195)	Aircraft Terminated(*)	51 (E195)	Sep 2014
21 (E195)	Aircraft Terminated(*)	[*****]	[*****]
22 (E195)	Jan 2011	[*****]	[*****]
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]

(*) Five New E195

[*****]

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments and Letter Agreements, which are not specifically amended by this Amendment No.15, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No.15 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 15 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 15 COM 0021-12 TO PURCHASE AGREEMENT

COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 15 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ Gerald B. Lee
Name:	Artur Coutinho	Name:	Gerald Blake Lee
Title:	COO – Chief Operating Officer	Title:	Canela Investments, LLC
			Managing Director
By:	/s/ Jose Luis D’Avila Molina
Name:	Jose Luis D’Avila Molina
Title:	Vice President, Contracts
	Commercial Aviation
Date:	January 23rd, 2012	Date:	January 20th, 2012
Place:	São José dos Campos, SP	Place:	Barueri, Brazil
Witness:	/s/ Isabella Brasil Strottmann	Witness:	/s/ Aline Munloz Zamora
Name:	Isabella Brasil Strottmann	Name:	Aline Munloz Zamora
		RG:	32.485.341-5
		CPF:	216.841.928-03

Amendment No. 15 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 16 to Purchase Agreement COM0041-08, dated as of May 02, 2012 (“Amendment No. 16”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 16 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.16 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.16 and the Purchase Agreement, this Amendment No.16 shall control.

WHEREAS, The Parties desires to implement certain changes to the Aircraft configuration which caused an [*****].

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. CHANGES TO THE AIRCRAFT CONFIGURATION

[*****]

[*****] shall be delivered with [*****]. As a consequence, the Basic Price of the Aircraft [*****] shall be increased by [*****]

2. BASIC PRICE CHANGE

2.1 Aircraft Basic Price: Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement is hereby modified to be read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 16 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

3. INCLUSION OF ATTACHMENT “A1 and E1”

A new Attachment “Al” and “E1” attached to this Amendment No.16 is hereby included in the Purchase Agreement to be read as presented on Exhibit 1 and Exhibit 2 to this Amendment No.16.

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.16, shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No.16 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 16 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 16 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ John Peter Rodgerson
Name:	Mauro Kern Junior	Name:	Canela Investments, LLC
Title:	Executive Vice-President	Title:	Managing Director
	Engineering and Technology
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice President, Contracts
	Commercial Aviation
Date:	May 4th, 2012	Date:	May 2nd, 2012
Place:	São José Dos Campos, SP, Brazil	Place:	Barueri, SP
Witness:	/s/ Isabella Brasil Strottmann	Witness:	/s/ Aline Munhoz Zamora
Name:	Isabella Brasil Strottman	Name:	Aline Munhoz Zamora
		RG:	32.485.341-5
		CPF:	216.841.928-03

Amendment No. 16 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 195 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer:

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

[*****]

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 4 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

3.2 INTERIOR FINISHING:

The materials and colours of all and any items of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain for the Aircraft will be in accordance with Buyer’s choices indicated in the Customer Check List Revision N/C executed by and among Buyer, Embraer and C&D Zodiac on February 15, 2008. In case of conflict between the CCL and this Attachment A the latter shall control.

The choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac —14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 5 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment A1 to Purchase Agreement COM0041-08 Page 6 of 6

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 1 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****]	[*****]
[*****]	[*****]
[*****]

[*****]
[*****]		[*****]	[*****]
[*****]	[*****]
[*****]	[*****]		[*****]
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[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 2 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 3 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

	[*****]	[*****]
	[*****]	[*****]
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[*****]	[*****]	[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 4 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 5 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 6 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 7 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 8 of 9

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 TO AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] [*****]

[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment E1 to Purchase Agreement COM0041-08 Page 9 of 9

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 17 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 17 to Purchase Agreement COM0041-08, dated as of July 11, 2012 (“Amendment No. 17”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 17 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.17 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.17 and the Purchase Agreement, this Amendment No.17 shall control.

WHEREAS, The Parties desires to implement certain changes to the Aircraft configuration which caused an [*****].

Now therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. CHANGE TO THE AIRCRAFT CONFIGURATION

1.1 Azul E195 – New Logo Jet “Sua arte lá em cima”

[*****] shall be delivered painted with the new logo jet “Sua arte la em cima”. The Basic Price of the affected Aircraft shall be [*****].

2. BASIC PRICE CHANGE

2.1 Aircraft Basic Price: Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 17 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 17 TO PURCHASE AGREEMENT COM0041-08

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

3. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

4. COUNTERPARTS

The Amendment No. 17 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 17 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 17 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 17 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ David Gary Neeleman
Name:	Artur Coutinho	Name:	David Gary Neeleman
Title:	COO – Chief Operating Officer	Title:	President
By:	/s/ Jose Luis D’Avila Molina
Name:	Jose Luis D’Avila Molina
Title:	Vice President, Contracts
	Commercial Aviation
Date:		Date:
Place:		Place:
Witness:	/s/ Fabiola Neri Tocci Moreira	Witness:	/s/ Aline Munhoz Z.
Name:	Fabiola Neri Tocci Moreira	Name: Aline Munhoz Z.
		RG: 32.485.341-5
		CPF: 216.841.928-03

Amendment No. 17 to Purchase Agreement COM0041-08 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 18 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 18 to Purchase Agreement COM0041-08, dated as of December 28, 2012 (“Amendment No. 18”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment 18 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.18 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.18 and the Purchase Agreement, this Amendment No.18 shall control.

WHEREAS, the Parties have mutually agreed to [*****] of the Purchase Right Aircraft.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. CHANGE TO PURCHASE RIGHT AIRCRAFT

1.1 Article 22.3 of the Purchase Agreement is hereby modified as follows:

“22.3 In case Embraer has not received Exercise Notices for all Purchase Right Aircraft on or before [*****] Buyer shall be deemed to have relinquished its right to acquire any unexercised Purchase Right Aircraft. The Exercise Notice shall specify the desirable delivery month for the Purchase Right Aircraft that Buyer intends to firm-up. The contractual delivery date for any Purchase Right Aircraft (“Purchase Right Aircraft Contractual Delivery Date”) shall be no later than [*****].”

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.18, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No.18 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 18 to Purchase Agreement COM0041-08 Page 1 of 2

AMENDMENT No. 18 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 18 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Flávio Rímoli	By:	/s/ John Peter Rodgerson
Name:	Flávio Rímoli	Name:	John Peter Rodgerson
Title:	Executive Vice President	Title:	President
By:	/s/ Jose Luis D’Avila Molina
Name:	Jose Luis D’Avila Molina
Title:	Vice President, Contracts
	Commercial Aviation
Date:	January 31st, 2013	Date:	October 28th, 2012
Place:	São José dos Campos, SP	Place:	Barueri, SP
Witness:	/s/ Fabiola Neri Tocci Moreira	Witness:	/s/ Aline Munhoz Zamora
Name:	Fabiola Neri Tocci Moreira	Name:	Aline Munhoz Zamora
		RG: 32.485.341-5
		CPF: 216.841.928-03

Amendment No. 18 to Purchase Agreement COM0041-08 Page 2 of 2

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No.19 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 19 to Purchase Agreement COM0041-08, dated as of April 9, 2013 (“Amendment No. 19”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 19 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.19 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.19 and the Purchase Agreement, this Amendment No.19 shall control.

WHEREAS, Buyer decided to purchase [*****] E195 Aircraft pursuant to the Purchase Agreement.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement is hereby modified to read as follows:

“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft.”

2. BASIC PRICE CHANGE

2.1 Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement is hereby modified to read as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No.19 to Purchase Agreement COM0041-08 COM0068-13 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No.19 TO PURCHASE AGREEMENT COM0041-08

[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

3. DELIVERY

3.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Mar 2013
11 (E195)	May 2010	43 (E195)	May 2013
12 (E195)	Jun 2010	44 (E195)	Jun 2013

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 19 to Purchase Agreement COM0041-08 COM0068-13 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No.19 TO PURCHASE AGREEMENT COM0041-08

13 (E195)	Aircraft Terminated	45 (E195)	Jun 2013
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013
17 (E195)	Sep 2010 (*)	49 (E195)	Feb 2014
18 (E195)	Aircraft Terminated (*)	50 (E195)	Mar 2014
19 (E195)	Aircraft Terminated (*)	51 (E195)	Apr 2014
20 (E195)	Aircraft Terminated (*)	52 (E195)	Jun 2014
21 (E195)	Aircraft Terminated (*)	53 (E195)	Sep 2014
22 (E195)	Jan 2011	[*****]	[*****]
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

4. CHANGE TO THE ATTACHMENT “D1”

As a result of the changes referred to above, Attachment “D1” (Escalation Formula) to the Purchase Agreement are hereby deleted and replaced with new Attachment “D1” to this Amendment No.19.

5. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.19, shall remain in full force and effect without any change.

6. COUNTERPARTS

This Amendment No.19 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 19 to Purchase Agreement COM0041-08 COM0068-13 Page 3 of 4

AMENDMENT No.19 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 19 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER S.A.		Canela Investments LLC
By:	/s/ Flavio Rimoli	By:	/s/ John Rodgerson
Name:	Flavio Rimoli	Name:	John Rodgerson
Title:	Executive Vice-President	Title:	Managing Director
	Corporate Services
By:	/s/ Mauro Kern Junior
Name:	Mauro Kern Junior
Title:	Executive Vice-President
	Engineering & Technology
Date:	April 9, 2013	Date:	April 9, 2013
Place:	São José dos Campos – SP Brazil	Place:	São José dos Campos – SP Brazil
WITNESS:		WITNESS:
/s/ Fabiola Neri Tocci Moreira		/s/ Aline Munhoz Zamora
Name:	Fabiola Neri Tocci Moreira	Name:	Aline Munhoz Zamora
ID:		ID:

Amendment No. 19 to Purchase Agreement COM0041-08 COM0068-13 Page 4 of 4

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT 19 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No.14 to the Purchase Agreement COM0041-08 Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT 19 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****] [*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No.14 to the Purchase Agreement COM0041-08 Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT 19 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] [*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No.14 to the Purchase Agreement COM0041-08 Page 3 of 4

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 TO AMENDMENT 19 TO PURCHASE AGREEMENT COM0041-08

ATTACHMENT “D1”

ESCALATION FORMULA

[*****]

[*****]

[*****]	[*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]
[*****]	[*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Attachment D1 to Amendment No.14 to the Purchase Agreement COM0041-08 Page 4 of 4

AMENDMENT No.20 TO PURCHASE AGREEMENT COM0041-08

This Amendment No.20 to Purchase Agreement COM0041-08, dated as of May 29^th, 2013 (“Amendment No. 20”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 20 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.20 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No.20 and the Purchase Agreement, this Amendment No.20 shall control.

WHEREAS, Buyer and Embraer have agreed to change the Contractual Delivery Month of certain Aircraft.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

1.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Mar 2013
11 (E195)	May 2010	43 (E195)	May 2013
12 (E195)	Jun 2010	44 (E195)	Jun 2013
13 (E195)	Aircraft Terminated	45 (E195)	Jun 2013
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013

Amendment No.20 to Purchase Agreement COM0041-08 COM0339-13 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No.20 TO PURCHASE AGREEMENT COM0041-08

17 (E195)	Sep 2010 (*)	49 (E195)	Dec 2013
18 (E195)	Aircraft Terminated(*)	50 (E195)	Dec 2013
19 (E195)	Aircraft Terminated(*)	51 (E195)	Mar 2014
20 (E195)	Aircraft Terminated(*)	52 (E195)	Apr 2014
21 (E195)	Aircraft Terminated(*)	53 (E195)	Jun 2014
22 (E195)	Jan 2011	54 (E195)	Sep 2014
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No.20, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No.20 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No.20 to Purchase Agreement COM0041-08 COM0339-13 Page 2 of 3

AMENDMENT No.20 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No.20 to the Purchase Agreement to be effective as of the date first written above.

EMBRAER S.A.		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ John Peter Rodgerson
Name:	Artur Coutinho	Name:	John Peter Rodgerson
Title:	COO – Chief Operating Officer	Title:	Managing Director
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice President, Contracts – Commercial Aviation
Date:	June 14, 2013	Date:	May 29, 2013
Place:	Sáo José dos Campos, SP	Place:	Barueri – SP – BR
WITNESS:		WITNESS:
/s/ Fabiola Neri Tocci Moreira		/s/ Flávia Ferreira da Silva
Name:	Fabiola Neri Tocci Moreira	Name:	Flávia Ferreira da Silva
ID:	33.734989-7	ID:	CPF: 226.817.618-59
			RG 35.356.897-1 SSP/SP

Amendment No.20 to Purchase Agreement COM0041-08 COM0339-13 Page 3 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 21 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 21 to Purchase Agreement COM0041-08, dated as of June 26^th, 2013 (“Amendment No. 21”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 21 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 21 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 21 and the Purchase Agreement, this Amendment No. 21 shall control.

WHEREAS, The Parties have entered into a [*****] with respect to the Aircraft #45.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. SUBJECT

1.1 Article 2.1 of the Purchase Agreement is hereby modified to read as follows:

“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] E195 Aircraft and [*****] E190 Aircraft.”

2. DELIVERY

2.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Aircraft Terminated
11 (E195)	May 2010	43 (E195)	May 2013

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 21 to Purchase Agreement COM0041-08 COM0353-13 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 21 TO PURCHASE AGREEMENT COM0041-08

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
12 (E195)	Jun 2010	44 (E195)	Jun 2013
13 (E195)	Aircraft Terminated	45 (E195)	Aircraft Terminated
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013
17 (E195)	Sep 2010 (*)	49 (E195)	Dec 2013
18 (E195)	Aircraft Terminated(*)	50 (E195)	Dec 2013
19 (E195)	Aircraft Terminated(*)	51 (E195)	Mar 2014
20 (E195)	Aircraft Terminated(*)	52 (E195)	Apr 2014
21 (E195)	Aircraft Terminated(*)	53 (E195)	Jun 2014
22 (E195)	Jan 2011	54 (E195)	Sep 2014
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

3. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 21, shall remain in full force and effect without any change.

4. COUNTERPARTS

This Amendment No. 21 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Amendment No. 21 to Purchase Agreement COM0041-08 COM0353-13 Page 2 of 3

AMENDMENT No. 21 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 21 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ John Peter Rodgerson
Name:	Artur Coutinho	Name:	John Peter Rodgerson
Title:	COO – Chief Operating Office	Title:	Managing Director
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice President, Contracts
	Commercial Aviation
Date:	26/June/2013	Date:	June 26, 2013
Place:	Sáo José dos Campos, SP	Place:	Barueri, SP
Witness:	/s/ Fabiola Neri Tocci Moreira	Witness:	/s/ Aline Munhoz Zamora
Name:	Fabiola Neri Tocci Moreira	Name:	Aline Munhoz Zamora
			RG: 32.485.341-5
			CPF 216.841.928-03

Amendment No. 21 to Purchase Agreement COM0041-08 COM0353-13 Page 3 of 3

AMENDMENT No. 22 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 22 to Purchase Agreement COM0041-08, dated as of March 13, 2014 (“Amendment No. 22”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 22 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 22 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 22 and the Purchase Agreement, this Amendment No. 22 shall control.

WHEREAS, Buyer and Embraer have agreed to accelerate the Contractual Delivery Month of certain Aircraft.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

1.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Aircraft Terminated
11 (E195)	May 2010	43 (E195)	May 2013
12 (E195)	Jun 2010	44 (E195)	Jun 2013
13 (E195)	Aircraft Terminated	45 (E195)	Aircraft Terminated
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013

COM0107-14 Amendment No. 22 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 22 TO PURCHASE AGREEMENT COM0041-08

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
17 (E195)	Sep 2010 (*)	49 (E195)	Dec 2013
18 (E195)	Aircraft Terminated(*)	50 (E195)	Dec 2013
19 (E195)	Aircraft Terminated(*)	51 (E195)	Mar 2014
20 (E195)	Aircraft Terminated(*)	52 (E195)	Apr 2014
21 (E195)	Aircraft Terminated(*)	53 (E195)	Jun 2014
22 (E195)	Jan 2011	54 (E195)	Sep 2014
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 22, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No. 22 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0107-14 Amendment No. 22 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 22 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 22 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Arthur Coutinho	By:	/s/ Alexandre Wagner Malfitani
Name:	Arthur Coutinho	Name:	Alexandre Wagner Malfitani
Title:	COO - Chief Operating Officer	Title:	Attorney In Fact
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice-President, Contracts, Commercial Aviation
Date:	March 14, 2014	Date:	March 13, 2014
Place:	São José dos Campos, SP, BR	Place:	Barueri, SP.
Witness:	/s/ Isabella Brasil Strottmann	Witness:	/s/ Aline Munhoz Zamora
Name:	Isabella Brasil Strottmann	Name:	Aline Munhoz Zamora

COM0107-14 Amendment No. 22 to Purchase Agreement COM0041-08 Page 3 of 3

AMENDMENT No. 23 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 23 to Purchase Agreement COM0041-08, dated as of April 1, 2014 (“Amendment No. 23”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 23 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 23 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 23 and the Purchase Agreement, this Amendment No. 23 shall control.

WHEREAS, Buyer and Embraer have agreed to accelerate the Contractual Delivery Month of certain Aircraft.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

1.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Aircraft Terminated
11 (E195)	May 2010	43 (E195)	May 2013
12 (E195)	Jun 2010	44 (E195)	Jun 2013
13 (E195)	Aircraft Terminated	45 (E195)	Aircraft Terminated
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013

COM0150-14 Amendment No. 23 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 23 TO PURCHASE AGREEMENT COM0041-08

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
17 (E195)	Sep 2010 (*)	49 (E195)	Dec 2013
18 (E195)	Aircraft Terminated(*)	50 (E195)	Dec 2013
19 (E195)	Aircraft Terminated(*)	51 (E195)	Mar 2014
20 (E195)	Aircraft Terminated(*)	52 (E195)	Apr 2014
21 (E195)	Aircraft Terminated(*)	53 (E195)	Jun 2014
22 (E195)	Jan 2011	54 (E195)	Sep 2014
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 23, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No. 23 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0150-14 Amendment No. 23 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 23 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 23 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ Alexandre Wagner Malfitani
Name:	Mauro Kern Junior	Name:	Alexandre Wagner Malfitani
Title:	Executive Vice-President, Engineering and Technology	Title:	Attorney In Fact
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice-President, Contracts Commercial Aviation
Date:	April 2, 2014	Date:	April 1, 2014
Place:	São José dos Campos, SP, BR	Place:	Barueri, SP
Witness:	/s/ Isabella Brasil Strottmann	Witness:	/s/ Aline Munhoz Zamora
Name:	Isabella Brasil Strottmann	Name:	Aline Munhoz Zamora

COM0150-14 Amendment No. 23 to Purchase Agreement COM0041-08 Page 3 of 3

AMENDMENT No. 24 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 24 to Purchase Agreement COM0041-08, dated as of April 29, 2014 (“Amendment No. 24”) relates to the Purchase Agreement COM0041-08 between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”) dated March 11, 2008 as amended from time to time (the “Purchase Agreement”). This Amendment No. 24 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 24 constitutes an amendment and modification to the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 24 and the Purchase Agreement, this Amendment No. 24 shall control.

WHEREAS, Buyer and Embraer have agreed to accelerate the Contractual Delivery Month of certain Aircraft.

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

1.1 Article 5.1 of the Purchase Agreement is hereby modified to read as follows:

“5.1 Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, according to the following schedule:

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
01 (E195)	Nov 2008	33 (E195)	Dec 2011
02 (E195)	Dec 2008	34 (E195)	Jan 2012
03 (E195)	Dec 2008	35 (E195)	Feb 2012
04 (E195)	Jan 2009	36 (E195)	Mar 2012
05 (E195)	Aircraft Terminated	37 (E195)	Apr 2012
06 (E190)	Aircraft Terminated	38 (E195)	May 2012
07 (E190)	May 2009	39 (E195)	Sep 2012
08 (E190)	Aircraft Terminated	40 (E195)	Oct 2012
09 (E190)	Aircraft Terminated	41 (E195)	Nov 2012
10 (E190)	Jan 2010	42 (E195)	Aircraft Terminated
11 (E195)	May 2010	43 (E195)	May 2013
12 (E195)	Jun 2010	44 (E195)	Jun 2013
13 (E195)	Aircraft Terminated	45 (E195)	Aircraft Terminated
14 (E195)	Jul 2010	46 (E195)	Oct 2013
15 (E195)	Aug 2010	47 (E195)	Nov 2013
16 (E195)	Aug 2010	48 (E195)	Nov 2013

COM0189-14 Amendment No. 24 to Purchase Agreement COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 24 TO PURCHASE AGREEMENT COM0041-08

Aircraft #	Contractual Delivery Date	Aircraft #	Contractual Delivery Date
17 (E195)	Sep 2010 (*)	49 (E195)	Dec 2013
18 (E195)	Aircraft Terminated(*)	50 (E195)	Dec 2013
19 (E195)	Aircraft Terminated(*)	51 (E195)	Mar 2014
20 (E195)	Aircraft Terminated(*)	52 (E195)	Apr 2014
21 (E195)	Aircraft Terminated(*)	53 (E195)	Jun 2014
22 (E195)	Jan 2011	54 (E195)	Sep 2014
23 (E195)	Aircraft Terminated	[*****]	[*****]
24 (E195)	Aircraft Terminated	[*****]	[*****]
25 (E195)	Apr 2011	[*****]	[*****]
26 (E195)	Aircraft Terminated	[*****]	[*****]
27 (E195)	Aircraft Terminated	[*****]	[*****]
28 (E195)	Aircraft Terminated	[*****]	[*****]
29 (E195)	Oct 2011	[*****]	[*****]
30 (E195)	Nov 2011	[*****]	[*****]
31 (E195)	Nov 2011	[*****]	[*****]
32 (E195)	Dec 2011	[*****]	[*****]

(*) Five New E195

[*****]

2. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 24, shall remain in full force and effect without any change.

3. COUNTERPARTS

This Amendment No. 24 may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0189-14 Amendment No. 24 to Purchase Agreement COM0041-08 Page 2 of 3

AMENDMENT No. 24 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 24 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ John Peter Rodgerson
Name:	Mauro Kern Junior	Name:	John Peter Rodgerson
Title:	Executive Vice-President, Engineering and Technology	Title:	Attorney In Fact
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice-President, Contracts Commercial Aviation
Witness:	/s/ Isabella Brasil Strottmann	Witness:	/s/ Aline Munhoz Zamora
Name:	Isabella Brasil Strottmann	Name:	Aline Munhoz Zamora

COM0189-14 Amendment No. 24 to Purchase Agreement COM0041-08 Page 3 of 3

AMENDMENT No. 25 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 25 (the “Amendment No. 25”) dated as of May 23, 2014 is between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0041-08 dated March 11, 2008 as amended from time to time (the “Purchase Agreement”).

All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 25 and the Purchase Agreement, this Amendment No. 25 shall control.

WHEREAS, the Parties have agreed to modify certain items of the Aircraft specific configuration;

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. CONFIGURATION CHANGES TO THE AIRCRAFT

[*****]

Azul has requested Embraer to install from factory the option equipment [*****] in the [*****]. In addition, the current [*****] will be removed from the configuration since it’s functionalities is already included on the [*****].

As a consequence of the changes described above, the weight of the [*****] will be increased by [*****].

As a result of the changes described in this Article 1, the Aircraft Basic Price of the [*****] shall be [*****].

2. PRICE

As a result of the changes referred to in Article 1 above, Article 3.1 of the Purchase Agreement is hereby deleted and replaced as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0246-14 Amendment No. 25 to PA COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 25 TO PURCHASE AGREEMENT COM0041-08

3. ATTACHMENT CHANGE

As a result of the changes referred to in Article 1 above, the Attachment A1 to the Purchase Agreement is hereby deleted and replaced in its entirety by the Attachment A1 to this Amendment No. 25, which shall be deemed to be Attachment A1 for all purposes under the Purchase Agreement.

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically modified by this Amendment No. 25 shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No. 25 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment No. 25 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

COM0246-14 Amendment No. 25 to PA COM0041-08 Page 2 of 3

AMENDMENT No. 25 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 25 to be effective as of the date first written above.

EMBRAER S.A.		Canela Investments LLC
By:	/s/ Mauro Kern Junior	By:	/s/ John Peter Rodgerson
Name:	Mauro Kern Junior	Name:	John Peter Rodgerson
Title:	Executive Vice-President, Engineering and Technology	Title:	Attorney in Fact
By:	/s/ José Luis D’Avila Molina
Name:	José Luis D’Avila Molina
Title:	Vice-President, Contracts Commercial Aviation
Place:	São José dos Campos, SP, Brasil	Place:	Barueri, SP

COM0246-14 Amendment No. 25 to PA COM0041-08 Page 3 of 3

AMENDMENT No. 26 TO PURCHASE AGREEMENT COM0041-08

This Amendment No. 26 (the “Amendment No. 26”) dated as of July 30, 2014 is between Embraer S.A. (“Embraer”) and Canela Investments LLC (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0041-08 dated March 11, 2008 as amended from time to time (the “Purchase Agreement”).

All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 26 and the Purchase Agreement, this Amendment No. 26 shall control.

WHEREAS, the Parties have agreed to modify certain items of the Aircraft specific configuration;

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. CONFIGURATION CHANGES TO THE AIRCRAFT

[*****]

Azul has requested Embraer to install from factory a modified [*****], replacing the [*****] by a [*****] with effectivity as of the [*****]

As a consequence of the changes described above, the weight of the [*****] will be increased by [*****].

As a result of the changes described in this Article 1, the Aircraft Basic Price of the [*****] shall be [*****]

2. PRICE

As a result of the changes referred to in Article 1 above, Article 3.1 of the Purchase Agreement is hereby deleted and replaced as follows:

“3.1 Buyer agrees to pay Embraer in United States dollars, per unit, the Aircraft Basic Price as indicated in the table below:

[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

COM0348-14 Amendment No. 26 to PA COM0041-08 Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT No. 26 TO PURCHASE AGREEMENT COM0041-08

3. ATTACHMENT CHANGE

As a result of the changes referred to in Article 1 above, the Attachment A1 to the Purchase Agreement is hereby deleted and replaced in its entirety by the Attachment A1 to this Amendment No. 26, which shall be deemed to be Attachment A1 for all purposes under the Purchase Agreement.

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically modified by this Amendment No. 26 shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No. 26 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment No. 26 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

COM0348-14 Amendment No. 26 to PA COM0041-08 Page 2 of 3

AMENDMENT No. 26 TO PURCHASE AGREEMENT COM0041-08

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 26 to be effective as of the date first written above.

EMBRAER S.A.		Canela Investments LLC
By:	/s/ Artur Coutinho	By:	/s/ John Peter Rodgerson
Name:	Artur Coutinho	Name:	John Peter Rodgerson
Title:	COO–Chief Operating Officer	Title:	Managing Director
By:	/s/ Adriana Sarlo
Name:	Adriana Sarlo
Title:	Vice President, Contracts Commercial Aviation
Place:	São José dos Campos, SP	Place:	Barueri, SP

COM0348-14 Amendment No. 26 to PA COM0041-08 Page 3 of 3

EX-10.2

Exhibit 10.2

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 the Securities and Exchange Commission.

Execution version

SALE AND PURCHASE CONTRACT

DATED 14^TH DECEMBER 2010

BETWEEN

AVIONS DE TRANSPORT REGIONAL

as Seller

AND

CANELA INVESTMENTS LLC

as Buyer

IN RESPECT OF

TWENTY (20) FIRM ATR 72-600 AIRCRAFT

PLUS

TWENTY (20) OPTION ATR 72-600 AIRCRAFT

CONFIDENTIAL TREATMENT REQUESTED

Execution version

ATR 72-600 SALE AND PURCHASE CONTRACT

CONTENTS

		Page
1 -	DEFINITIONS AND INTERPRETATION		- 5 -
2 -	SALE AND PURCHASE		- 13 -
3 -	SPECIFICATION CHANGES		- 15 -
4 -	CERTIFICATION & REGULATORY CHANGES		- 17 -
5 -	AIRCRAFT PRICE		- 20 -
6 -	TERMS OF PAYMENT		- 24 -
7 -	[*****]		- 28 -
8 -	PLANT REPRESENTATIVES – INSPECTION		- 29 -
9 -	FIRM AIRCRAFT SUPPLY PROGRAM		- 31 -
10 -	AIRCRAFT ACCEPTANCE PROCEDURE		- 33 -
11 -	TRANSFER OF TITLE, COLLECTION AND FERRY		- 36 -
12 -	EXCUSABLE DELAY		- 37 -
13 -	INEXCUSABLE DELAY		- 39 -
14 -	INSURANCE AND INDEMNITY		- 41 -
15 -	BUYER SPECIFIED EQUIPMENT AND INFORMATION		- 42 -
16 -	CUSTOMER SUPPORT SERVICES, GUARANTEES AND WARRANTIES		- 44 -
17 -	OPTION AIRCRAFT & ADDITIONAL AIRCRAFT		- 46 -
18 -	SUPPLY OF INTERIM CAPACITY		- 47 -
19 -	MISCELLANEOUS		- 51 -
20 -	TAXES		- 52 -
21 -	PATENT INDEMNITY		- 53 -
22 -	TERMINATION		- 55 -
23 -	TERMINATION PROCEDURE		- 57 -
24 -	CONFIDENTIAL NATURE OF CONTRACT AND INFORMATION		- 58 -
25 -	COLLATERAL AGREEMENTS AND REPRESENTATIONS		- 59 -
26 -	ASSIGNMENT OF CONTRACT		- 61 -
27 -	APPLICABLE LAW & ARBITRATION		- 63 -
28 -	NOTICES		- 64 -
EXECUTION PAGE			65

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

APPENDIX A SPECIFICATION	66
APPENDIX B [*****]	69
APPENDIX C LIST OF DOCUMENTS EXCHANGED AT AIRCRAFT ACCEPTANCE	71
APPENDIX D SPARE PARTS PROCUREMENT	72
APPENDIX E WARRANTIES	85
APPENDIX F TECHNICAL PUBLICATIONS	98
APPENDIX G ENGINEERING ASSISTANCE	107
APPENDIX H START-UP TEAM	110
APPENDIX I FIELD SERVICE	115
APPENDIX J TRAINING	117
APPENDIX K PAYMENT INSTRUCTIONS	125
APPENDIX L PERFORMANCE GUARANTEE	126
APPENDIX M DISPATCH RELIABILITY GUARANTEE	132
APPENDIX N OPTION AIRCRAFT	136
APPENDIX O ADDITIONAL AIRCRAFT	138
APPENDIX P USED AIRCRAFT OPERATING LEASE TERMS	140
APPENDIX Q [*****]	149
APPENDIX R FORM OF AIRCRAFT CERTIFICATE OF ACCEPTANCE	168
APPENDIX S FORM OF AIRCRAFT BILL OF SALE	169

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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Execution version

THIS SALE AND PURCHASE CONTRACT is made this 14^th day of December 2010 (the “Contract”)

BETWEEN:

(1) AVIONS DE TRANSPORT REGIONAL, a “Groupement d’Interêt Economique” governed by the laws of France, identified under number 323 932 236 RCS Toulouse, the head office of which is located at 1, Allée Pierre Nadot, 31712 BLAGNAC CEDEX, FRANCE (hereinafter referred to as “Seller”, which expression shall include its successors or permitted assignees unless the context otherwise requires) on the one part;

AND

(2) CANELA INVESTMENTS LLC, a limited liability company organized and existing under the laws of Delaware, with its main address at Corporation Trust Center, 1209 Orange Center, Wilmington, U.S.A (hereinafter referred to as the “Buyer”).

(hereinafter referred to as individually the “Party” and collectively the “Parties”)

WHEREAS:

(A) Seller is a “Groupement d’Intérêt Economique” governed by articles 251-1 and following of the French commercial code;

(B) The members of Seller are:

(1) EADS ATR, SA identified under number 393 146 550 RCS Toulouse, the principal office of which is at 1, avenue Didier Daurat, 31703 Blagnac, France; and

(2) ALENIA AERONAUTICA the principal office of which is at Via dell’Aeronautica snc, Pomigliano d’Arco (NA), Italy.

(C) Seller wishes to sell and Buyer wishes to purchase on a firm basis twenty (20) ATR 72-600 aircraft and on an optional basis up to twenty (20) ATR 72-600 aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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Execution version

1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Contract the following words and phrases have the meanings indicated:

“Aircraft”	means one or more, as the context so requires, of the Firm Aircraft and/or Option Aircraft exercised by Buyer and/or Additional Aircraft exercised by Buyer.
“Acceptance Flight Tests”	has the meaning assigned to it in Clause 10.3.
“Additional Aircraft”	means one or more, as the context so requires of the ten (10) ATR 72-600 aircraft that Buyer has the right to acquire in accordance with the terms of Appendix O (Additional Aircraft) and as more particularly described in Appendix A (Specification).
“Additional Aircraft Scheduled Delivery Date”	means, in respect of each Additional Aircraft, the scheduled delivery date of that Additional Aircraft provided in a notice from Seller to Buyer in accordance with Clause 4 of Appendix O (Additional Aircraft), as it may be modified pursuant to the terms herein.
“ANAC”	means the Agencia Nacional de Aviação Civil (ANAC) of Brazil.
“ATC”	means ATR Training Center located at Seller’s headquarters in France.
“ATR 72-200 Specific Spare Parts”	has the meaning assigned to it in Clause 18.5.1.
“ATR 72-200 Trade-In Spares”	has the meaning assigned to it in Clause 18.5.3.
“ATR 72-212A Type Certificate”	means a certificate issued by the DGAC as primary certification authority under N° TC 176 and transferred to EASA under number A.084, that certifies that the ATR72-212A aircraft type complies with the applicable type certification basis and environmental protection requirements when operated within the conditions and limitations specified on the associated type certificate data sheet (TCDS) N°A.084.
“Authorisation”	means an authorization, consent, approval, resolution, licence, exemption, filing, notarization or registration.

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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Execution version

“Authorised Representative”	means an individual having full power and authority to sign on behalf of Buyer, as demonstrated by its by-laws, power of attorney, or being named as so authorized on a secretary’s or assistant secretary’s certificate list provided by Buyer, or, an individual having full power and authority to sign on behalf of Seller, as demonstrated by evidence of such authority if requested.
“Balance Payment”	has, in respect of each Aircraft, the meaning assigned to it in Clause 6.2.8.
“Base Purchase Price”	has, in respect of each Aircraft, the meaning assigned to it in Clause 5.1.
“Bill of Sale”	means, in respect of each Aircraft, a document in respect of the Aircraft issued at the time of transfer of title to the Aircraft from Seller to Buyer in accordance with Clause 11 (Transfer of Title, Collection and Ferry) in, or substantially in, the form set out in Appendix S (Form of Aircraft Bill of Sale).
“Business Days”	means days on which banks in New York City, Paris and Sao Paulo are open for transactions of a commercial banking business.
“Buyer Affiliate”	means, with respect to Buyer, any affiliate, subsidiary and/or parent company in Brazil or in the United States of America, including but not limited to the Operator.
“Buyer Default”	has the meaning assigned to it in Clause 22.2.
“Buyer Installed Equipment” or “BIE”	means any equipment, parts, components purchased by Buyer and installed on the aircraft by Buyer on or after Delivery.
	The following parts are considered BIE: First aid kit, medical kit, bio-hazard kit, jungle kit, wheelchair, emergency instruction cards, Braille emergency instruction cards, passenger fife vests and any other similar equipment that Buyer must install on the Aircraft to satisfy operational requirements necessary to obtain a certificate of airworthiness issued by ANAC.
“Buyer Furnished Equipment” or “BFE”	means the equipment (if any) listed as Buyer Furnished Equipment in Appendix A (Specification).
“Certificate of Acceptance”	means, in respect of each Aircraft, a certificate issued at the time of acceptance at Seller’s works in accordance with Clause 10 (Aircraft Acceptance Procedure) in, or substantially in, the form set out in Appendix R (Form of Aircraft Certificate of Acceptance).

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

“Change”	means a change to the Specification or Aircraft required by Buyer’s regulatory authorities, as more fully described in Clause 4.4.
“Commitment Letter”	has the meaning assigned to it in Clause 10.8.
“Country of Registration”	means, in respect of each Aircraft, the country of registration of such Aircraft.
“Delivery Date”	means, in respect of each Aircraft, the actual date on which that Aircraft is delivered to and accepted by Buyer.
“Development Change”	means a change to the Specification or Aircraft implemented by Seller, as more fully described in Clause 3.2.
“Dollars”, “US$” or the sign “$”	means the lawful currency for the time being of the United States of America.
“DGAC”	means the Direction Générale de l’Aviation Civile of the Transport Ministry of France.
“EASA”	means the European Aviation Safety Agency of the European Community.
“Euros”, or the sign “€”	means the lawful currency for the time being of France.
“Excusable Delay”	has the meaning assigned to it in Clause 12.1.
“Export Certificate of Airworthiness”	means, in respect of each Aircraft, a certificate of airworthiness for export valid for the transport category (passenger) as issued by the DGAC by delegation and in compliance with EASA regulations.
“Fifth Pre-Delivery Payment”	means, in respect of each Aircraft, the payment to be made by Buyer to Seller in accordance with Clause 6.2.5 for an amount equal to [*****] of the Base Purchase Price of that Aircraft.
“Firm Aircraft”	means one or more, as the context so requires, of the twenty (20) ATR 72-600 aircraft to be firmly acquired hereunder and as more particularly described in the Specification in Appendix A (Specification).
“Firm Aircraft L/C”	has the meaning assigned to it in Clause 6.2.1.2
“First Pre-Delivery Payment”	means, in respect of each Aircraft, the payment to be made by Buyer to Seller in accordance with Clause 6.2.1 for an amount equal to [*****] of the Base Purchase Price of that Aircraft.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

“Firm Aircraft Scheduled Delivery Date”	means, in respect of each Firm Aircraft, the scheduled delivery date of that Firm Aircraft as specified in Clause 9.1 and as it may be modified pursuant to the terms herein.
“Fourth Pre-Delivery Payment”	means, in respect of each Aircraft, the payment to be made by Buyer to Seller in accordance with Clause 6.2.4 for an amount equal to [*****] of the Base Purchase Price of that Aircraft.
“Inexcusable Delay”	has the meaning assigned to it in Clause 13.1.
“Inspection and Acceptance Manual”	has the meaning assigned to it in Clause 10.1.
“Interface Problem”	has the meaning given to it in Clause 3.1 of Appendix E (Warranties).
“IP Conference”	has the meaning given to it in Clause 2.3 of Appendix D (Spare Parts Procurement).
“IP Data”	has the meaning given to it in Clause 2.2 of Appendix D (Spare Parts Procurement).
“IP Purchase Orders”	has the meaning given to it in Clause 2.1 of Appendix D (Spare Parts Procurement).
“IP Spares”	has the meaning given to it in Clause 2.1 of Appendix D (Spare Parts Procurement).
“Manuals”	has the meaning assigned to it in Clause 16.2.
“Manufacturer”	means Avions de Transport Regional (or ATR).
“Members”	means the members of ATR, currently EADS ATR and ALENIA AERONAUTICA.
“Option Aircraft”	means one or more, as the context so requires of the ten (10) ATR 72-600 aircraft that Buyer has the option to acquire in accordance with the terms of Appendix N (Option Aircraft) and as more particularly described in Appendix A (Specification).
“Option Aircraft Scheduled Delivery Date”	means, in respect of each Option Aircraft, the scheduled delivery date of that Option Aircraft as specified in Clause 4 of Appendix N (Option Aircraft) and as it may be modified pursuant to the terms herein.
“Operator”	means the operator of the Aircraft, being AZUL LINHAS AÉREAS BRASILEIRAS S/A a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 – Alphaville Industrial, Barueri, Sao Paulo, BRAZIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

ATR / Canela – Sale & Purchase Contract – 20 Firm + 20 Option ATR 72-600

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

“Option Notification Date”	has, in respect of each Option Aircraft, the meaning assigned to it in Clause 2.1 of Appendix N (Option Aircraft).
“Purchase Price”	has, in respect of each Aircraft, the meaning assigned to it in Clause 5.2.
“Pre-Delivery Payment”	means, as the context so requires, any or all of the First Pre-Delivery Payment, Second Pre-Delivery Payment, Third Pre-Delivery Payment, Fourth Pre-Delivery Payment and Fifth Pre-Delivery Payment to be paid by Buyer to Seller in respect of the Aircraft.
“Purchase Right Exercise Notice”	has, in respect of each Additional Aircraft, the meaning assigned to it in Clause 2.1 of Appendix O (Additional Aircraft).
“Regulatory Change”	has the meaning assigned to it in Clause 4.3.
“Scheduled Delivery Date”	means, as the context so requires, the Firm Aircraft Scheduled Delivery Date and/or the Option Aircraft Scheduled Delivery Date and/or the Additional Aircraft Scheduled Delivery Date.
“Scheduled Inspection Date”	means, with respect to each Aircraft, the day being [*****] Business Days prior to the Scheduled Delivery Date of any such Aircraft.
“Second Pre-Delivery Payment”	means, in respect of each Firm Aircraft, the payment to be made by Buyer to Seller in accordance with Clause 6.2.2 for an amount equal to [*****] of the Aircraft Purchase Price of that Aircraft.
“Seller Default”	has the meaning assigned to it in Clause 22.3.
“Seller Part”	means, in respect of each Aircraft, each part and component of that Aircraft airframe that is designed and / or manufactured by Seller, that bears Seller’s “S” part number, and, for the purpose of Appendix E (Warranties).
“Seller’s Account”	means the bank account detailed in Appendix K (Payment Instructions), or such other account as Seller may notify in writing from time to time to Buyer in accordance with the terms of such Appendix.
“Seller’s Warranties”	means, in respect of each Aircraft, the warranties granted by Seller under Clause 1 of Appendix E (Warranties).
“Seller’s Warranty Period”	means, in respect of each Aircraft, the duration of Seller’s Warranties and has more specifically the meaning given to it in Clause 1.4 of Appendix E (Warranties).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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“Spare Parts Catalogue”	has the meaning given to it in Clause 6.1 of Appendix D (Spare Parts Procurement).
“Specification”	means the Technical Specification, as amended to incorporate the agreed changes set forth in Appendix A (Specification) and any subsequent Development Change or SCN in accordance with the terms of this Contract.
“Specification Change Notice” or “SCN”	means a written change to the Specification, as more fully described in Clause 3.1.
“Start-up Conversion Credit Memorandum”	has the meaning given to it in Clause 5.2 of Appendix H (Start-Up Team)
“Support Period”	has the meaning given to it in Clause 1.2 of Appendix D (Spare Parts Procurement).
“Taxes”	means any present or future tax, VAT, levy, impost, duty, fees, assessment, withholding taxes or other charge of whatever nature and however arising in any country (including without limitation any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“Technical Acceptance Documents”	means the documents listed in Appendix C (List of Documents Exchanged At Aircraft Acceptance) to be remitted by Seller to Buyer on or prior to the signature of the Certificate of Acceptance by Buyer.
“Technical Publications”	has the meaning given to it in Clause 1.1 of Appendix F (Technical Publications).
“Technical Specification”	means the ATR 72-600 technical specification defined in reference document DO/T 3864/07 dated May 2008 or its latest update, which defines an aircraft powered by two Pratt & Whitney PW127M engines with Hamilton Standard 568F six bladed propellers.
“Third Pre-Delivery Payment”	means, in respect of each Aircraft, the payment to be made by Buyer to Seller in accordance with Clause 6.2.3 for an amount equal to [*****] of the Base Purchase Price of that Aircraft.
“Training Conference”	has the meaning given to it in Clause 1.4 of Appendix J (Training).
“Training Conversion Credit Memorandum”	has the meaning given to it in Clause 5.2 of Appendix J (Training).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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“Used Aircraft”	means one or more, as the context so requires, of the interim aircraft to be supplied by Seller to Buyer as detailed in Clause 18.1.
“Used Aircraft [*****]”	means, in respect of each Aircraft, the payment to be made by Buyer to Seller in accordance with Appendix P (Used Aircraft Operating Lease Terms) for an amount [*****] per Used Aircraft.
“Vendor”	means, collectively or individually, as the context may allow or require, the engine manufacturer, the propeller manufacturer, the landing gear manufacturer and all other manufacturers of parts other than Seller Parts.
“Vendor Part”	means each part, component or accessory (including the engines, the propellers and the landing gears) that is designed and / or manufactured by a Vendor, selected by Seller for installation in the Aircraft, and that bears the Vendor’s part number.
“Vendor Warranties”	has, in respect of each Aircraft, the meaning given to it in Clause 2.1 of Appendix E (Warranties).
“Vendor Warranty Manual”	means the manual compiling details of the warranties granted by the Vendors to all ATR aircraft operators including Buyer.
“Vendor Warranty Period”	has, in respect of each Aircraft, the meaning given to it in Clause 2.1 of Appendix E (Warranties).
“Warranty Claim”	means a claim made by Buyer under Clause 1 of Appendix E (Warranties) and which shall be in Seller’s form or, if Buyer so prefers, in its own form, provided such form contains at least the following data: (a)    Description of defect and action taken, if any. (b)    Date of incident and/or of removal date. (c)    Description of the defective part. (d)    Part Number (P/N). (e)    Serial Number (S/N). (f)     Position on Aircraft, according to the Catalogue Sequence Number (CSN) of the Illustrated Parts Catalogue (IPC). (g)    Total flight hours or calendar time as applicable. (h)    Time since last overhaul (TSO).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(i)     Aircraft registration number.

(j)     Aircraft total Flight Hours and/or number of landings.

(k)    Location to which warranty item should be returned.

(l)     Claim number.

(m)   Date of claim.

(n)    Delivery date of Item to Buyer

1.2 Interpretation

In the interpretation of this Contract, unless the context otherwise requires:

(a) References to Clauses or Appendices are to Clauses or Appendices of this Contract.

(b) Headings are inserted for convenience only and shall not affect the construction of this Contract or the Appendices.

(c) Unless the context otherwise requires, words importing the singular number include the plural number and vice versa.

(d) Unless the context otherwise requires, words importing the masculine gender shall include the feminine and neuter gender and vice versa.

(e) References to other documents include those documents as may be amended from time to time.

(f) Appendices hereto and any documents therein referred to shall be taken, read and construed as an essential and integral part of this Contract.

(g) References to acts, statutes and law includes laws, legislation, statutes amending, consolidating and replacing the statutes referred to and all regulations, rules, by-laws made under those acts, statutes or law.

(h) Reference to a Party to this Contract includes a reference to its successors and permitted assigns.

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2 - SALE AND PURCHASE

2.1 Subject to the terms and conditions set forth in this Contract, Seller agrees to sell and deliver and Buyer agrees to purchase and take delivery of twenty (20) Firm Aircraft upon the terms and conditions contained in this Contract.

In addition, subject to the terms and conditions set forth in this Contract, Buyer may acquire the Option Aircraft and the Additional Aircraft from Buyer.

The sale and purchase of spare parts is dealt with in Appendix D (Spare Parts Procurement) attached hereto.

2.2 Each Aircraft shall:

2.2.1 Be constructed to the standard defined in the Specification in accordance with and under the relevant DGAC Part 21 approval in compliance with EASA regulations;

2.2.2 Be inspected, tested and found conform to the ATR 72-212A Type Certificate (as evidenced by the issuance of an Export Certificate of Airworthiness);

2.2.3 Be inspected, tested and found conform to the Brazilian type certificate N° EA-9312 (as evidenced by the relevant Export Certificate of Airworthiness or, as applicable, the relevant EASA Form 52 (Aircraft Statement of Conformity) issued for any such Aircraft);

2.2.4 Be offered for acceptance with an Export Certificate of Airworthiness together with all relevant documentation to be supplied under this Contract and in a condition:

(i) Allowing its inclusion on the aeronautic register of the Brazilian ANAC (the “Registro Aeronáutico Brasileiro”) and qualifying for the issuance of a certificate of airworthiness issued by ANAC, subject always to Buyer installing the BIE in order for such certificate of airworthiness to be issued;

(ii) Complying with the performance requirements set forth in each category of Appendix L (Performance Guarantee), subject to the provisions of said Appendix L, including but not limited to Clause 1 thereof.

2.2.5 Meet the following conditions at Delivery:

(i) Have all installed parts that are newly manufactured;

(ii) Have no calendar life limit parts with [*****] of its life limit available at delivery on structure and main elements;

(iii) Have no calendar or time limited cabin safety equipment (such as oxygen bottles, life vests, extinguisher) and engine extinguishers with more than [*****] months variation on remaining life on Delivery between any same part number installed on the Aircraft;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(iv) Have components with same or higher modification status than the previous delivered Aircraft, unless:

• There is a delay in the delivery of each such Aircraft by reason of Excusable Delay or Inexcusable Delay which causes the delivery of each such Aircraft to occur after the delivery of another Aircraft originally scheduled to be delivered after each such Aircraft; or

• The Specification of each such Aircraft is different from the previous Aircraft pursuant to the implementation of (i) an SCN in accordance with Clause 3.1 hereof or (ii) a Regulatory Change or (iii) a Change and such Specification change has the effect for each such Aircraft to have a lower modification status than the previous delivered Aircraft;

(v) Have all mandatory modifications embodied with no repetitive inspections or terminating actions to be performed after Delivery, unless the relevant terminating action to cure any repetitive inspection is not available at the time of Delivery.

2.2.6 At the time of transfer of title to Buyer, be free and clear of any lien, mortgage, charge, deed of trust, encumbrance, pledge, hypothecation, judicial attachment or seizure, license, assignment by way of security or security interest howsoever created or arising.

2.3 A copy of the Technical Specification has been signed for the purpose of identification by or on behalf of the parties.

2.4 In case of contradiction and/or inconsistency between the Technical Specification and any other part of this Contract, this Contract shall prevail.

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3 - SPECIFICATION CHANGES

3.1 Specification Changes Notices

3.1.1 Changes to the Specification shall be made only by a Specification Change Notice (“SCN”), which shall be delivered by Seller to Buyer and which shall set forth in sufficient details:

(i) The particular changes to be made therein;

(ii) The effect, if any, of such changes on design, performance, weight, balance, authorised payload, zero fuel weight, interchangeability, date of delivery; and

(iii) The cost to Buyer (if any) of such SCN quoted in economic conditions reflecting a theoretical delivery on the date of signature of such SCN.

The SCN shall be binding upon each party when approved and signed by their Authorised Representatives.

3.1.2 Payment for and in respect of any change detailed in any effective SCN shall be effected as follows:

(a) Upon signature of a SCN by both Buyer and Seller, Buyer shall pay to Seller such proportion of the cost of performing the change detailed in such SCN equal to the proportion of the Base Purchase Price of the Aircraft as has been paid up to and including the date on which such SCN is last signed, and

(b) The balance of the modification price shall be paid according to the same terms and conditions as stated in Clause 6 (Terms of Payment) hereafter and the Base Purchase Price shall be deemed increased by the amount of the modification price.

3.1.3 Buyer may request a change to the Specification by notice in writing to Seller. If Buyer’s requested change requires preliminary studies, mock-ups and similar work, Seller shall, as promptly as practicable, provide Buyer with a firm quotation of the cost of such studies, mock-ups and similar work. After approval by Buyer of such firm quotation, Seller shall perform the preliminary studies, mock ups and similar work at Buyer’s expense, whether the latter subsequently agrees or not to the change.

In the event Buyer does not agree to implement the initially requested change, the expenses specified in the firm quotation for the preliminary work, mock-ups and / or similar work approved by Buyer shall be paid by Buyer to Seller upon submission of Seller’s invoice. In the event Buyer agrees to the change and thereby executes an SCN, the expenses specified in the firm quotation for the preliminary work, mock-ups and / or similar work approved by Buyer shall be added to the cost of the Buyer requested SCN.

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Should a change to the Specification involve a subsequent equipment substitution giving rise to an increase in the cost or to termination charges for Seller, such increase or charges shall be borne [*****]

3.2 Development Changes

3.2.1 The Technical Specification may also be revised without Buyer’s consent to incorporate development changes (the “Development Changes”) if such Development Changes do not have a material adverse effect on price, delivery, guaranteed performance hereunder (or any other guaranteed element hereunder), weight or balance, structural integrity, operational safety, ease of maintenance of the Aircraft or parts interchangeability or replaceability requirements.

Development Changes are changes deemed necessary by Seller to correct defects, improve the Aircraft, prevent delay or ensure compliance with this Contract.

3.2.2 Seller shall promptly but no later than [*****] before the Scheduled Inspection Date of any Aircraft (or immediately if such Development Change is embodied on any Aircraft less than [*****] before its Scheduled Inspection Date), notify Buyer in writing of all Development Changes made pursuant to this Clause 3.2 and affecting any such Aircraft, and provide, in reasonable detail, details of the effect changes on design, design weights, authorised payload, performance and parts interchangeability requirements. Seller shall also supply to Buyer the modified pages of the Technical Specification if any.

3.2.3 For the avoidance of doubt, any cost arisen from or in connection with any Development Changes shall be borne [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4 - CERTIFICATION & REGULATORY CHANGES

4.1 Seller represents that, at the date of execution of this Contract and on each subsequent successive Delivery Date:

(i) It has obtained the ATR 72-212A Type Certificate for the ATR 72-212A variant commercially known as ATR 72-500 and its validation in particular by the “Registro Aeronautico Italiano” (R.A.I.) of Italy, and the “Federal Aviation Administration” (F.A.A.) of the United States of America;

The representations made in this Clause 4.1 are made by Seller on the date of execution of this Contract and on each subsequent Delivery Date.

4.2 Seller also represents that, on each Delivery Date:

(i) It will have obtained, at its own cost and expense, the certification by the EASA and by ANAC (through their inclusion in the relevant type certificate data sheet) for any and all non-optional changes between the ATR 72-212A variant commercially known as ATR 72-600 and the ATR 72-212A variant commercially known as ATR 72-500 (such ATR 72-212A variant commercially known as ATR 72-500 being already certified by EASA and ANAC);

(ii) All the options and SCNs listed in Appendix “A” (Specification) will be certified by EASA and by ANAC;

(iii) Any Development Change made by Seller or SCNs issued after execution hereof in accordance withy the provisions of this Clause 4 and embodied on the Aircraft will be certified by EASA and by ANAC; and

(iv) It will obtain for each Aircraft an Export Certificate of Airworthiness in accordance with Clause 2.2.4 hereof.

The representations made in this Clause 4.2 shall be made by Seller on each Delivery Date.

4.3 Buyer acknowledges and agrees that in the event any requirement, regulation or mandate of the DGAC and / or EASA or any interpretation thereof becomes effective between the date of this Contract and the Delivery Date of any Aircraft which has the effect of requiring any changes or modifications to the Specification or to any work carried out or to be carried out in the manufacture of any such Aircraft or the spares or to the testing or to the certification or to the approvals required with respect thereto (the “Regulatory Change”), Seller shall, without any obligation or requirement to secure the permission or consent of Buyer, make such changes or modifications to the Specification, the Aircraft, the spares, or carry out such testing, and:

4.3.1 Seller shall provide Buyer with written notice of each such Regulatory Change and Buyer and Seller shall execute a SCN stating the change or modifications to the Aircraft or the spares or the testing required and the proposed adjustment to the Aircraft price, if any, necessitated by such change, modification or testing, which SCN shall be binding on both Parties.

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4.3.2 In the case of a Regulatory Change applicable to the Aircraft and not applicable to any aircraft other than the ATR aircraft in the [*****] passenger transport turboprop aircraft category certified under EASA regulations, the costs of all changes, modifications and testing required by such Regulatory Change shall be [*****]

4.3.3 In the case of a Regulatory Change applicable to Aircraft and to other aircraft in the [*****] passenger transport turboprop aircraft category certified under EASA regulations, the costs of all changes, modifications and testing required by such Regulatory Change shall be [*****]

4.3.4 Seller shall provide Buyer with written notice of each such Regulatory Change and Buyer and Seller shall execute a SCN stating the change or modifications to the Aircraft or the spares or the testing required by such change, modification or testing, which SCN shall be binding on both parties.

Seller represents that as of the date hereof it is not aware of any proposed or confirmed amendment and / or modification of any requirement, regulation or mandate of the DGAC and / or EASA or any interpretation thereof or Notice of Proposed Amendment (or equivalent document issued by DGAC and / or EASA) that would, if adopted, constitute or give rise to or require a Regulatory Change for the Aircraft.

4.3.5 Prior to the delivery of any Aircraft, Seller shall be entitled to fly any such Aircraft and to use any part thereof for such period or periods as shall be necessary in connection with DGAC and / or EASA requirements related to the Aircraft and Seller shall be under no liability to Buyer in respect of any use or depreciation of any such Aircraft occasioned thereby, so as long as such use or depreciations are not caused by the gross negligence or wilful misconduct of Seller.

For the avoidance of doubt, Seller shall, without any obligation or requirement to secure the permission or consent of Buyer, make all changes, modifications and testing required pursuant to any requirement, regulation or mandate of the DGAC and / or EASA or any interpretation thereof being issued or becoming effective on or prior to the date of this Contract and [*****]

4.4 In the event any modification related to the Specification of any Aircraft or any change, addition or modification to any Aircraft (the “Changes”) is required either:

(i) By ANAC for the validation of the DGAC Type Certificate, or

(ii) By ANAC or any other authority of the Operator in order to satisfy operational regulations or laws of the country or the countries concerned, subsequent to the date of this Contract and enforceable prior to the delivery of any such Aircraft; or

(iii) Pursuant to any regulation, or interpretation thereof, promulgated in Brazil subsequent to the date of this Contract and enforceable prior to the delivery of any such Aircraft,

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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and provided Buyer has notified Seller of the necessity of these Changes with reasonable advance notice to enable their embodiment to any such Aircraft prior to delivery, then the parties will sign an SCN, setting forth in detail the Changes to be made, and their effects, if any, on guaranteed performance or other characteristics of any such Aircraft, price of any such Aircraft, if any, and time of delivery and the cost thereof shall be [*****]

4.5 Seller shall not be bound to make any modification to the Aircraft consequent on any requirements of the DGAC being issued or becoming effective after the date hereof except insofar as it may be required to do so under the provisions of this Clause 4.

4.6 Any postponement of the Scheduled Delivery Date due to modifications made pursuant to this Clause 4 shall be deemed Excusable Delay within the meaning of Clause 12 (Excusable Delay).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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5 - AIRCRAFT PRICE

5.1 The base purchase price for each Aircraft (the “Base Purchase Price”) manufactured according to the Specification is [*****]

This Base Purchase Price is established for a theoretical delivery date in [*****]

5.2 The Base Purchase Price for each Aircraft shall be adjusted to determine the purchase price for each Aircraft (the “Purchase Price”), as follows:

5.2.1 [*****] set out in Clause 5.3 hereto; and

5.2.2 To include the price of any and all SCNs executed after signature of this Contract in accordance with the provisions of Clause 3 (Specification Changes) and Clause 4 (Certification & Regulatory Changes) hereof, which price shall be adjusted, if applicable, at the time of delivery in accordance with Seller’s standard SCN price adjustment formula set out in Clause 5.4 hereof; and

5.2.3 To include any other amounts forming part of Purchase Price in accordance with provisions of this Contract.

5.3 [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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5.4 The price of any SCN shall be varied in respect of changes in economic conditions from a theoretical delivery at the date of signature of any such SCN up to and including and the Delivery Date of the Aircraft where such SCN is implemented, which variation shall be calculated in accordance with the following formula:

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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5.5 If the basis upon which the indices referred to in Clause 5.3 and 5.4 above have been calculated are amended or if the said indices are revised or withdrawn from publication the parties hereto shall agree a revised formula which shall have substantially the same effect as that specified herein.

In case the parties cannot reach an agreement for a revised formula, a mutually agreed, single independent arbitrator shall calculate a revised formula, which, insofar as possible and in the opinion of the arbitrator, would lead in application to the same adjustment result. The decision of such arbitrator shall be final and binding upon the parties.

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6 - TERMS OF PAYMENT

6.1 In accordance with the Heads of Agreement dated July 16^th 2010 entered into by and between Seller and Buyer, Buyer has paid to Seller a [*****] in the amount of [*****] in respect of each of the Firm Aircraft [*****] to and including [*****], which amount shall be credited against the First Pre-Delivery Payment for such Aircraft due pursuant to Clause 6.2.1.

6.2 Payment of the balance of the Purchase Price for each Aircraft shall be made according to the following schedule:

6.2.1 First Pre-Delivery Payment

6.2.1.1 [*****] from execution of this Contract, Buyer shall, in respect of each Aircraft, pay to Seller the First Pre-Delivery Payment to Seller’s Account.

6.2.1.2 Alternatively, and with respect to each Firm Aircraft only (that is for the avoidance of doubt with respect to the Aircraft [*****] only), Buyer may elect to pay the First Pre-Delivery Payment according to the following scheme:

• [*****] of the Base Purchase Price of each such Firm Aircraft) [*****] from execution of this Contract; and

• [*****] of the Base Purchase Price of each such Firm Aircraft) [*****] from execution of this Contract,

(i) [*****]

(ii) [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.2.1.3 For the avoidance of doubt, any payment made by Buyer to Seller for any Firm Aircraft pursuant to Clause 6.1 above shall be credited towards the First Pre-Delivery Payment of any such Firm Aircraft.

6.2.2 Second Pre-Delivery Payment

[*****] prior to the Scheduled Delivery Date of each Aircraft, Buyer shall, in respect of such Aircraft, pay to Seller the Second Pre-Delivery Payment to Seller’s Account.

6.2.3 Third Pre-Delivery Payment

[*****] prior to the Delivery Date of each Aircraft, Buyer shall, in respect of such Aircraft, pay to Seller the Third Pre-Delivery Payment to Seller’s Account.

6.2.4 Fourth Pre-Delivery Payment

[*****] prior to the Scheduled Delivery Date of each Aircraft, Buyer shall, in respect of such Aircraft, pay to Seller the Fourth Pre-Delivery Payment to Seller’s Account.

6.2.5 Fifth Pre-Delivery Payment

[*****] prior to the Scheduled Delivery Date of each Aircraft, Buyer shall, in respect of such Aircraft, pay to Seller the Fifth Pre-Delivery Payment to Seller’s Account.

6.2.6 Upon payment by the Operator of the First Deposit (as further defined in Appendix P (Used Aircraft Operating Lease Terms) hereof) for any Used Aircraft, Seller shall credit the Used Aircraft [*****] relating to any such Used Aircraft towards payment of the next due Pre-Delivery Payment relating to the first Firm Aircraft.

In the event that the First Deposit for any Used Aircraft has been paid prior to execution of this Contract, Seller shall credit the Used Aircraft [*****] relating to any such Used Aircraft towards payment of the First Pre-Delivery Payment relating to the first Firm Aircraft.

6.2.7 Should the due date for payment of any Second Pre-Delivery Payment and/or Third Pre-Delivery Payment and/or Fourth Pre-Delivery Payment and/or Fifth Pre-Delivery Payment be on a date prior to the execution of this Contract, then such Second Pre-Delivery Payment and/or Third Pre-Delivery Payment and/or Fourth Pre-Delivery Payment and/or Fifth Pre-Delivery Payment shall, as appropriate, become due within [*****] from execution of this Contract.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.2.8 The remaining balance of the Purchase Price for each Aircraft (the “Balance Payment”) shall be payable upon [*****] for such Aircraft as provided for in Clause 10 (Aircraft Acceptance Procedure). Seller shall furnish to Buyer no later than [*****] prior to the Scheduled Delivery Date of such Aircraft a proforma invoice setting forth the estimated Purchase Price for such Aircraft.

6.2.9 For the sake of clarity, any postponement in the Scheduled Delivery Date of the Aircraft pursuant to the provisions of this Contract, including in particular but without limitation, Clauses 3 (Specification Changes), 4 (Certification & Regulatory Changes), 10 (Aircraft Acceptance Procedure), 12 (Excusable Delay), 13 (Inexcusable Delay), 15 (Buyer Specified Equipment and Information), and 22 (Termination) hereof, will, unless such delay results from a default by Buyer, postpone accordingly the payment by Buyer to Seller of any advance payment due by Buyer to Seller pursuant to Clause 6.2.2, 6.2.3, 6.2.4 and 6.2.5 hereof.

6.3 All payments due under this Contract shall be made in accordance with the provisions of Appendix K (Payment Instructions) hereto.

6.4 All payments and charges to be made by Buyer under this Contract shall be made on the due date in immediately available funds by swift transfer or, in case no due date is stipulated, within [*****] after invoice date. Buyer shall cause payments to be remitted so that Seller receives credit for the full amount of such payment on the due date.

6.5 All payments due to Seller hereunder shall be made in full, without set-off, counterclaim, recoupment, deduction or withholding of any kind. Consequently, Buyer shall procure that the sums received by Seller under this Contract shall be equal to the full amounts expressed to be due to Seller hereunder, without deduction or withholding on account of and free from any and all taxes (including any tax required to be deducted or paid under the laws of Buyer’s jurisdiction in respect of the amount paid Buyer to Seller), levies, imposts, dues or charges of whatever nature.

6.6 If Buyer is compelled by law to make any such deduction or withholding, Buyer shall pay such additional amounts as may be necessary in order that the net after-tax amount received by Seller after such deduction or withholding shall equal the amounts which would have been received in the absence of such deduction or withholding and pay to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding.

6.7 In case of a late payment of any amount of money due by Buyer under this Contract and without prejudice to any other of Seller’s rights or remedies, Buyer shall pay interest at a default per annum rate equal to [*****] which interest rate shall apply to any amount outstanding after the relevant payment date and until the actual date of receipt of the payment by Seller, such interest being calculated on a daily basis. In addition, Buyer shall reimburse all costs and expenses (including legal costs) incurred by Seller in the collection of any overdue amount.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.8 The acceptance of any payment by Seller after it is due shall not be deemed to be a waiver of any breach by Buyer of its obligations under this Contract.

6.9 For the sake of clarity, Buyer acknowledges and agrees that Pre-Delivery Payments are installment payments of the Purchase Price of the Aircraft and are not deposits, cash collateral or other collateral security for Buyer’s obligations under this Contract. Once paid, all Pre-Delivery Payments are the property of Seller and may be commingled by it with its and its affiliates’ other funds, with no interest payable with respect thereto.

6.10 Buyer shall not, by virtue of anything contained in this Contract (including, without limitation, any Pre-Delivery Payments hereunder, or any designation or identification by Seller of particular aircraft as an Aircraft to which any of the provisions of this Contract refer), acquire any proprietary or any insurable interests in any Aircraft prior to delivery of and payment for such Aircraft as provided in this Contract.

6.11 In addition to any other rights and remedies available to Seller hereunder, Seller shall not be obligated to tender delivery of any Aircraft to Buyer, and shall have no further liability to Buyer with respect thereto, if and so long as Buyer fails to make any Pre-Delivery Payment pursuant to the foregoing provisions of this Clause 6 for any Aircraft at the time and in the amount specified in this Contract and such failure shall continue unremedied for [*****] or more from receipt by Buyer of a written demand from Seller requesting such payment.

6.12 Nothing in this Clause 6 shall require Buyer to account to Seller for taxes on income or profits assessed on Seller by the relevant tax authorities.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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7 - [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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8 - PLANT REPRESENTATIVES - INSPECTION

8.1 The Aircraft will be manufactured in accordance with the regulations applicable in the country of Seller, subject however to the provisions of Clause 2.2.1. The Aircraft will be inspected exclusively under Seller’s inspection systems, as approved by the DGAC in compliance with EASA regulations.

8.2 Buyer shall have the right to, at all reasonable times, appoint one or more duly authorised resident inspector(s) at Seller’s plant who can inspect the manufacturing process and the work in progress and who will have access to such relevant technical data as is reasonably necessary to carry out said inspection.

Seller shall authorise or procure for said resident inspector(s) to visit Seller’s facilities and, if possible, those of its suppliers and subcontractors at all reasonable times during normal business hours. Such inspection shall be performed in such manner as not to delay or hinder the construction or manufacture of the Aircraft or the performance of this Contract by Seller or any other work in progress in the respective facilities.

The actual detailed inspection of the Aircraft shall only take place in the presence of the inspection personnel of Seller, according to a procedure to be agreed upon with Buyer in the Inspection and Acceptance Manual, under which Buyer shall have all reasonable access to the Aircraft at any time during the final assembly process and written production data relating to the Aircraft as he may reasonably require.

In particular, Seller shall, no later than [*****] prior to the Scheduled Inspection Date of any Aircraft, make available to Buyer a report detailing the configuration and modification status of any such Aircraft. This report shall include a list of all major assemblies with associated part numbers and serial numbers, current equipment list with associated part numbers, serial numbers and modification status, current modification list and any other available Aircraft configuration status.

8.3 Buyer’s representatives shall address any of their observations, comments, doubts, or requests to Seller’s inspection personnel. Seller will take all required actions to satisfactorily address all Buyer’s justified requests and observations, being understood that Seller shall never be liable to take any action other than provided for under this Contract.

8.4 If access to any part of said facilities where construction is in progress is restricted for security reasons, Seller shall be allowed a reasonable time to make the items available for inspection, elsewhere if possible.

8.5 Buyer shall bear all expenses in connection with transport, subsistence, insurance and salary of such resident inspector(s). Seller shall furnish, at no cost to Buyer, suitable office space, office furniture and office facilities (telephone, telefax, copying machine, printer and the like) in order to enable Buyer’s representatives to fulfil their task properly.

8.6 BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, EACH MEMBER, EACH OF THEIR AFFILIATES AND SELLER’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS (THE “SELLER PARTIES”) AGAINST ALL

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Execution version

LIABILITIES, PENALTIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES (INCLUDING ATTORNEYS FEES INCURRED TO ENFORCE THIS INDEMNITY) (A) RELATING TO OR ARISING OUT OF ANY SUCH INSPECTION OR THE ACTS OR OMISSIONS OF BUYER OR ITS INSPECTORS IN CONDUCTING ANY SUCH INSPECTION OR (B) WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST OR INCURRED BY SELLER PARTIES BY REASON OF INJURY TO OR DEATH OF BUYER PARTIES ARISING OUT OF OR IN CONNECTION WITH THE TESTS ON GROUND OR IN FLIGHT PROVIDED FOR IN THIS CLAUSE, EXCEPT IN EACH CASE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER PARTIES.

SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER, BUYER’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS, THE OPERATOR, AND THE OPERATOR’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS (THE “BUYER PARTIES”) AGAINST ALL LIABILITIES, PENALTIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST THE BUYER PARTIES BY REASON OF INJURY TO OR DEATH OF SELLER PARTIES ARISING OUT OF OR IN CONNECTION WITH THE TESTS ON GROUND OR IN FLIGHT PROVIDED FOR IN THIS CLAUSE, EXCEPT IN EACH CASE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BUYER PARTIES.

IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR DAMAGES FOR DEATH OR INJURY, THE PARTY AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY AND THE LATTER SHALL HAVE THE RIGHT TO SUPERVISE AND CONDUCT THE DEFENSE THEREOF, OR TO EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

9 - FIRM AIRCRAFT SUPPLY PROGRAM

9.1 Subject to the provisions of Clauses 9.2 and 9.3, Seller shall offer the Firm Aircraft for acceptance at Seller’s facility at Toulouse, France during the following months:

Firm Aircraft	Aircraft	Aircraft
Number	Number	Scheduled Delivery Date
Firm Aircraft N°1	Aircraft N°1	October 2011
Firm Aircraft N°2	Aircraft N°2	November 2011
Firm Aircraft N°3	Aircraft N°3	December 2011
Firm Aircraft N°4	Aircraft N°4	January 2012
Firm Aircraft N°5	Aircraft N°5	February 2012
Firm Aircraft N°6	Aircraft N°6	March 2012
Firm Aircraft N°7	Aircraft N°7	April 2012
Firm Aircraft N°8	Aircraft N°8	May 2012
Firm Aircraft N°9	Aircraft N°9	June 2012
Firm Aircraft N°10	Aircraft N°10	July 2012
Firm Aircraft N°11	Aircraft N°11	August 2012
Firm Aircraft N°12	Aircraft N°12	September 2012
Firm Aircraft N°13	Aircraft N°13	October 2012
Firm Aircraft N°14	Aircraft N°14	November 2012
Firm Aircraft N°15	Aircraft N°15	December 2012
Firm Aircraft N°16	Aircraft N°16	January 2013
Firm Aircraft N°17	Aircraft N°17	February 2013
Firm Aircraft N°18	Aircraft N°18	March 2013
Firm Aircraft N°19	Aircraft N°19	April 2013
Firm Aircraft N°20	Aircraft N°20	May 2013

9.2 Each Aircraft shall be offered for delivery in accordance with Clause 10 (Aircraft Acceptance Procedure) within the month indicated above. Seller shall provide written notice to Buyer of the Delivery Date fortnight for such Firm Aircraft [*****]. Seller shall provide written notice to Buyer of the Delivery Date for such Aircraft [*****], which notice shall also inform Buyer about the Scheduled Inspection Date for such Aircraft.

9.3 The Scheduled Delivery Date of each Aircraft may be varied in accordance with the other provisions of this Contract, including in particular but without limitation, Clauses 3 (Specification Changes), 4 (Certification & Regulatory Changes), 10 (Aircraft Acceptance Procedure), 12 (Excusable Delay), 13 (Inexcusable Delay), 15 (Buyer Specified Equipment and Information), and 22 (Termination) hereof.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Execution version

9.4 On the Delivery of each Aircraft, Seller shall deliver to Buyer the documents listed in Appendix C (List of Documents Exchanged At Aircraft Acceptance).

9.5 In the event any export licenses are required under any applicable law in order for Seller to fulfill its obligations under this Contract, the obtaining of such licenses shall be the responsibility of Seller.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

10 - AIRCRAFT ACCEPTANCE PROCEDURE

10.1 Within [*****] from execution hereof, Seller shall provide Buyer with a draft aircraft delivery and acceptance procedures document (the “Inspection and Acceptance Manual”) which shall define (i) the procedures, policies and standards for Buyer’s to accomplish its inspection during the Aircraft manufacturing process at Seller’s works and the (ii) the Aircraft delivery and acceptance procedures. Buyer shall cooperate with Seller for the redaction of the Inspection and Acceptance Manual. Buyer and Seller shall mutually approve such Inspection and Acceptance Manual [*****] (such approval not to be unreasonably withheld). In the event of a conflict between the Inspection and Acceptance Manual and this Contract, then this Contract shall take precedence over the Inspection and Acceptance Manual.

10.2 Seller shall offer the Aircraft for acceptance at Seller’s facilities in Toulouse (France) upon successful completion of the ground and flight tests performed by Seller as part of its production procedure.

10.3 Buyer shall during the [*****] immediately preceding the Scheduled Delivery Date of each Aircraft be entitled to inspect such Aircraft and during such period Seller shall fly the Aircraft for a period or periods not exceeding three (3) hours (or such other duration as may be agreed by the parties) to demonstrate in ambient conditions prevailing at Seller’s airfield that the Aircraft complies with the terms of this Contract, including in particular Clause 2.2 hereof, in respect of those requirements that can be demonstrated only in flight (the “Acceptance Flight Tests”).

10.4 Throughout the performance of the Acceptance Flight Tests, the operational control of the Aircraft shall remain with Seller’s personnel.

One (1) ATR 72-600 qualified representative of Buyer may be present and have a seat as a First Officer in the cockpit, being understood that, notwithstanding the provisions of the above paragraph but subject always to the supervision of Seller’s captain seating in the cockpit, such qualified Buyer representative will, at selected moments during the Acceptance Flight Tests, be able to exercise a degree of operational control over the Aircraft in order to check that the Aircraft complies with the terms of this Contract.

A maximum of three (3) representatives of Buyer having only access to the passenger cabin, may also participate in such Acceptance Flight Tests.

10.5 The Aircraft shall be operated at Seller’s expense and risk and only by Seller’s nominees during the Acceptance Flight Tests.

10.6 In the event that during, or as a result of the said inspection or of the Acceptance Flight Tests, Buyer acting reasonably considers that any Aircraft fails to comply in any respect with the terms of this Contract, including in particular Clause 2.2, then upon notification of the details of such alleged failure given by Buyer upon the conclusion of the inspection or Acceptance Flight Tests, Seller shall, at its own cost and expense, examine, and if necessary promptly rectify or modify, the Aircraft to bring it into compliance with the terms of this Contract, including in particular Clause 2.2.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

Following any rectification or modification of the Aircraft by Seller pursuant to this Clause 10.6, Buyer shall be allowed the amount of time that will be reasonably needed to assess if such rectifications or modifications have brought the Aircraft in compliance with the terms of this Contract.

10.7 If at any stage Seller acting reasonably considers that the requirements of the terms of this Contract, including in particular Clause 2.2, are met and should Buyer so require, Seller shall demonstrate to Buyer’s reasonable satisfaction that the Aircraft meets the said requirements with regard to the aspects in doubt. In case Buyer has notified Seller of any failure of the Aircraft to comply with the terms of this Contract in accordance with this Clause 10, and Seller has undertaken rectifying and/or modifying actions of any kind, Seller shall be obliged to perform a new Acceptance Flight Test, should Buyer reasonably request so.

10.8 If remedy of a failure is not possible prior to the Delivery Date, and provided always that such failure does not adversely affect the safety, airworthiness or to any material extent the performance, structural life, reliability, economic operation, regular commercial use, maintenance inspection program or maintenance of the Aircraft, Buyer shall not be entitled to refuse to accept the Aircraft by reason of such failure of the Aircraft to meet the requirements of the terms of this Contract.

In such case however, Seller and Buyer shall agree a program and a schedule for the remedy of such failure by Seller or for a monetary compensation for the non-remedy of such failure by Seller, such agreement being recorded in a commitment letter (the “Commitment Letter”) jointly executed by Seller and Buyer prior to Delivery.

However, in no circumstances shall Buyer be liable to accept delivery of an Aircraft with deferred rectifications or remedies if the deferment of such rectifications or remedy is not approved by the EASA and / or ANAC.

10.9 When Buyer is satisfied that the Aircraft meets the Specification and when the said inspection and the Acceptance Flight Tests have been completed on the Aircraft without Buyer notifying Seller of any failure of the Aircraft to comply with the terms of this Contract, or after Seller has remedied any such failure, or, after Seller and Buyer have agreed a program for the remedy of such failure in accordance with the provisions of Clause 10.8 hereof and when an Export Certificate of Airworthiness has been issued for the Aircraft, then Buyer shall sign a Certificate of Acceptance in respect of the Aircraft in triplicate. Should Buyer fail to deliver such Certificate of Acceptance, Buyer shall be deemed to be in default of its obligations pursuant to Clause 22.2 herein. The signature of the Certificate of Acceptance by Buyer shall be deemed a demonstrate compliance of the Aircraft with the Specification and the guaranteed performance, subject however to the matters set forth in the Commitment Letter (if any).

10.10 Notwithstanding the provisions of Clause 22.2, if Buyer fails to carry out the said inspection or attend the Acceptance Flight Tests or sign the Certificate of Acceptance without notifying Seller of any failure of the Aircraft to comply with any of the terms of this Contract, Seller shall, [*****] after the satisfactory completion of the Acceptance Flight Tests, notify Buyer that it shall be deemed to have accepted the Aircraft in accordance with the Contract. Seller shall be entitled to sign a Certificate of Acceptance on Buyer’s behalf and Buyer shall be responsible for the reasonable costs of insurance, storage, and maintenance of the Aircraft incurred by Seller as a result of Buyer’s failure as aforesaid.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

10.11 At least [*****] before the Scheduled Delivery Date of each Aircraft, Buyer shall provide to Seller suitable evidence of the authority of designated persons who may sign on Buyer’s behalf the Certificate of Acceptance together with specimen signatures of the persons so authorised.

10.12 Seller shall be entitled to fly the Aircraft and to use any part thereof at its own risk and expense for such period as shall be reasonably necessary in connection with DGAC requirements for obtaining an Export Certificate of Airworthiness and in connection with the Acceptance Flight Tests and Seller shall be under no liability to Buyer in respect of any normal use or depreciation of the Aircraft or any parts thereof occasioned thereby.

10.13 BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, EACH MEMBER, EACH OF THEIR AFFILIATES AND SELLER’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS (THE “SELLER PARTIES”) AGAINST ALL LIABILITIES, PENALTIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES (INCLUDING ATTORNEYS FEES INCURRED TO ENFORCE THIS INDEMNITY) (A) RELATING TO OR ARISING OUT OF ANY SUCH INSPECTION OR THE ACTS OR OMISSIONS OF BUYER OR ITS INSPECTORS IN CONDUCTING ANY SUCH INSPECTION OR (B) WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST OR INCURRED BY THE SELLER PARTIES BY REASON OF INJURY TO OR DEATH OF BUYER PARTIES ARISING OUT OF OR IN CONNECTION WITH THE TESTS ON GROUND OR IN FLIGHT PROVIDED FOR IN THIS CLAUSE, INCLUDING ANY NEGLIGENCE OF SELLER OR IMPUTED TO SELLER, EXCEPT IN EACH CASE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER PARTIES.

SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER, BUYER’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS, THE OPERATOR AND THE OPERATOR’S EMPLOYEES, DIRECTORS, AGENTS AND OFFICERS (THE “BUYER PARTIES”) AGAINST ALL LIABILITIES, PENALTIES DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST THE BUYER PARTIES BY REASON OF INJURY TO OR DEATH OF SELLER PARTIES ARISING OUT OF OR IN CONNECTION WITH THE TESTS ON GROUND OR IN FLIGHT PROVIDED FOR IN THIS CLAUSE, EXCEPT IN EACH CASE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BUYER PARTIES.

IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR DAMAGES FOR DEATH OR INJURY, THE PARTY AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY AND THE LATTER SHALL HAVE THE RIGHT TO SUPERVISE AND CONDUCT THE DEFENCE THEREOF, OR TO EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

11 - TRANSFER OF TITLE, COLLECTION AND FERRY

11.1 Upon signing the Certificate of Acceptance of any Aircraft in accordance with Clause 10 (Aircraft Acceptance Procedure), Buyer shall pay to Seller [*****]. Thereupon, and subject to receipt by Seller of the full payment of the Purchase Price for that Aircraft as aforesaid, Seller shall deliver that Aircraft to Buyer with a Bill of Sale and title to and risk of loss of or damage to that Aircraft shall pass by delivery of the Bill of Sale from Seller to Buyer.

11.2 After transfer of title to the Aircraft to Buyer and before the Aircraft is removed from Seller’s airfield, Seller shall, if requested to do so by Buyer, supply [*****] hangarage, aircraft handling, and servicing [*****].

In addition, upon each Aircraft delivery, Seller shall supply Buyer, [*****] to Buyer, the necessary fuel to top-up each such Aircraft fuel tanks.

11.3 If Buyer fails to make the necessary arrangements to ferry any Aircraft from Seller’s airfield within [*****] after the date of execution of the Certificate of Acceptance, then without prejudice to any other remedies and rights of Seller, Buyer shall, in respect of any subsequent period during which that Aircraft remains at Seller’s works, [*****] by Seller as a result of such Buyer’s failure to perform its obligations.

11.4 The obtaining of any import licenses or authorizations required to import the Aircraft or the spares into Brazil, or any other country where the Aircraft will be operated, and any associated costs shall be the responsibility of Buyer.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

12 - EXCUSABLE DELAY

12.1 Seller shall not be liable to Buyer nor shall it be in default for any failure or delay in carrying out any of its obligations under this Contract including but not limited to its obligation to deliver any Aircraft on its Scheduled Delivery Date, due to causes not within Seller’s reasonable control including, but not limited to, acts of God or the public enemy; war; warlike operations, hostilities, insurrections or riots; fires, floods, or explosions; earthquakes; epidemics or quarantine restrictions, any act of government (including governmental requisitions, restrictions, priorities, decrees, allocations regulations or orders affecting supplies, facilities, aircraft certification or aircraft deliveries); strikes or other labor troubles causing cessation, slowdown or interruption of work; inability after due and timely diligence to procure materials, systems, accessories equipment or parts; inability to timely procure any materials, equipment, accessories, parts or means of transport in accordance with vendor contracts; delays in delivery of said supplies or parts subject to Seller’s orders to subcontractors or suppliers having been placed in due time; unfavourable atmospheric conditions for air navigation during flight tests; loss of, damage to, destruction of or accident involving the Aircraft prior to delivery, serious accidents (except loss, damages, destructions and accidents caused by the negligent acts, omissions or wilful misconduct of Seller); or any other cause beyond Seller’s reasonable control, and any such failure, including failure by Seller due to Buyer’s failure to comply with its obligations, shall be considered an “Excusable Delay”.

12.2 Seller shall notify Buyer of any Excusable Delay as soon as practicable following receipt of actual knowledge of the occurrence of any of the above mentioned events which constitute Excusable Delays, but no later than [*****] after such event. Seller’s notice shall include a description of the nature of the Excusable Delay and an estimate of the effects expected upon the timing of the performance of its contractual obligations. Upon written request of Buyer, Seller shall thereafter provide with reasonable updates of the Seller’s performance under the Contract with respect to such delays. The Seller shall promptly notify Buyer of the resolution of an Excusable Delay.

12.3 In the event of an Excusable Delay affecting any Aircraft, Seller obligations under this Contract with, and solely with, respect to such affected Aircraft shall be deferred for such period or periods as may be necessary to perform such obligations and the Scheduled Delivery Date with, and solely with, respect to such affected Aircraft shall be adjusted accordingly, provided, however, that Seller and Buyer shall use commercially reasonable efforts remove any such cause of delay and to mitigate the impact of the event or events on the timing of the delivery of such affected Aircraft.

For the avoidance of doubt, it is understood that as part of Seller’s efforts to remove any cause of delay and to mitigate the impact of event or events on the timing of delivery of any affected Aircraft as set forth above, Seller shall treat Buyer fairly and equally as other ATR aircraft buyers in case other ATR aircraft than Buyer’s Aircraft are affected by the same causes of delay as Buyer’s Aircraft.

If the revised delivery month is [*****] after the Schedule Delivery Date, Buyer will accept such Aircraft when tendered for delivery, subject to the following:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

(a) The Pre-Delivery Payment schedule will be adjusted to reflected the revised delivery month; and

(b) All other provisions, including BFE delivery dates, shall remain unaffected.

12.4 In the event that the delivery of any Aircraft shall be delayed by reason of any one or more of the causes described above in this Clause 12 for a period of more than [*****] after the end of its Scheduled Delivery Date month, either party shall be entitled to terminate this Contract with, and solely with, respect to such undelivered Aircraft, upon written notice given to the other party within [*****] after the expiration of such [*****] period. Such termination shall discharge the parties of all obligations and liabilities hereunder with, and solely with, respect to such undelivered Aircraft, services, data or other items applicable thereto and to be furnished hereunder and Seller shall pay to Buyer an amount equal to [*****] received from Buyer hereunder with, and solely with, respect to such undelivered Aircraft for which this Contract is so terminated, [*****] If either party does not so terminate this Contract as it relates to such Aircraft, all terms and conditions hereunder applicable to such Aircraft will remain in effect.

12.5 In the event that, prior to delivery, any Aircraft is lost, destroyed or damaged beyond repair it shall be deemed an Excusable Delay (subject to the provisions of clause 12.1) and if consequently the Aircraft (or a replacement aircraft) cannot be delivered within [*****] after the end of its Scheduled Delivery Date month, either party shall be entitled to terminate this Contract with, and solely with, respect to such undelivered Aircraft upon written notice given to the other within [*****] after the expiration of such [*****] period. Any termination under this Clause shall discharge the parties of all obligations and liabilities hereunder with, and solely with, respect to such undelivered Aircraft, services, data or other items applicable thereto and to be furnished hereunder. Seller shall pay to Buyer an amount equal to [*****] received from Buyer hereunder with, and solely with, respect to such undelivered Aircraft for which this Contract is so terminated, [*****] If either party does not so terminate this Contract as it relates to such Aircraft, all terms and conditions hereunder applicable to such Aircraft will remain in effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

13 - INEXCUSABLE DELAY

13.1 If any Aircraft is not delivered [*****] its Scheduled Delivery Date month for any reason other than an Excusable Delay as defined in Clause 12.1, such delay in delivery shall be deemed an “Inexcusable Delay” for the purposes of this Clause.

13.2 Buyer shall have the right to claim the liquidated damages specified below in respect of any Aircraft subject to an Inexcusable Delay and the parties agree that such liquidated damages are a reasonable estimate of the amount of damages Buyer would suffer in the event of an Inexcusable Delay. Seller shall pay to Buyer as liquidated damages an amount determined in accordance with the below table per day of Inexcusable Delay commencing on the [*****] after the last day of the Scheduled Delivery Date month and continuing for each additional day thereafter through the earliest of (i) the actual Delivery Date of any such Aircraft, (ii) the date on which Buyer improperly refuses or delays acceptance of any such Aircraft, or (iii) [*****] after the last day of the Scheduled Delivery Month; provided; that, in no event shall Seller be liable to Buyer for damages with respect to any Aircraft in excess of [*****] additional liquidated damages payable pursuant to Clause 18.4(ii) hereof.

[*****]

13.3 In the event the delivery of any Aircraft is delayed by more than [*****] after the last day of its Scheduled Delivery Date month, and such delay is due to Inexcusable Delay, Buyer shall have the right to terminate this Contract with, and solely, with respect to such undelivered Aircraft, which termination shall be effective by providing Seller with written notice of its intent to so terminate within [*****] after the expiration of such [*****] period. Any termination under this Clause 13.3 shall discharge the parties of all obligations and liabilities (excluding any liquidated damages payable by Seller in accordance with the terms of this Clause 13) with, and solely with, respect to such undelivered Aircraft, services, data or other items applicable thereto and to be furnished hereunder. Seller shall pay to Buyer an amount equal to [*****] (with interest at a default per annum rate equal to [*****] up to the maximum amount permitted by applicable laws, such interest being calculated on a daily basis) received from Buyer hereunder with, and solely with, respect to such undelivered Aircraft for which this Contract is so terminated, less an amount corresponding to the expenses incurred to Seller in supplying to Buyer the product support services relating to such undelivered Aircraft.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Execution version

13.4 Buyer acknowledges and agrees that the remedies as provided in this Clause 13 are its sole and exclusive remedies with respect to Seller’s failure to deliver any Aircraft (by virtue of Inexcusable Delay) as scheduled and that any payments made pursuant to this Clause are in full and final settlement of all claims, liabilities and damages for late delivery of any Aircraft (by virtue of Inexcusable Delay) or failure to deliver any Aircraft (by virtue of Inexcusable Delay) and that in no event shall Seller be liable to Buyer for any consequential loss or damage.

13.5 Buyer shall not be entitled to terminate its obligations to accept and pay for any Aircraft by reason of any delay in delivery except as provided in this Clause 13 or in Clause 12 (Excusable Delay).

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

14 - INSURANCE AND INDEMNITY

14.1 Buyer shall obtain and maintain at its own expense, or cause the Operator to obtain and maintain at its own expense, hull third party and passenger legal liability insurance policies as hereinafter provided in respect of the Aircraft to be effective on transfer of title to Buyer, provided however that the Operator’s obtaining and maintaining such insurance will relieve Buyer of any obligation to provide such insurance. Prior to such transfer of title all insurance in respect of the Aircraft shall be the responsibility of Seller.

14.2 Not less than [*****] before the Scheduled Delivery Date of each Aircraft, Buyer shall deliver or cause to be delivered to Seller a certificate of insurance evidencing the cover required on transfer of title as aforesaid.

14.3 At all times following delivery of any Aircraft, in respect of periods during which training of Buyer’s pilots or the Operator’s pilot is conducted or expected to be conducted by Seller in respect of any Aircraft, the Aircraft shall in all respects remain at Buyer’s or Operator’s risk and Buyer hereby:

14.3.1 Indemnifies and holds harmless Seller, each member, each of their affiliates and Seller’s employees, directors, agents, subcontractors and officers (the “Seller Parties”) against all liabilities, obligations, penalties, damages, losses and judgments, costs, attorneys’ fees and other expenses (including attorneys fees incurred to enforce this indemnity) relating to or arising out either directly or indirectly of flight or ground training performed on the Aircraft in the course of such training which may be asserted, assessed or accrued against or incurred by the Seller Parties by reason of injury to or death of Buyer or the Operator’s parties (whichever has received the training) arising out of or in connection with such flight or ground training (except to the extent of gross negligence or willful misconduct of the Seller Parties) and waives any claim against the Seller Parties arising out of such flight or ground training unless such claim is made within the terms of the aircraft warranties contained herein, and

14.3.2 Undertakes to join Seller’s name in Buyer’s hull, third party and passenger legal liability insurance policies (which shall be taken out and maintained in a manner and with insurers to be reasonably approved in writing by Seller) for the period of such flight or ground training in such a manner that Seller is held harmless under the hull policy and is indemnified as an additional assured under the third party and passenger legal liability insurance policies. The said liability policies of insurance shall provide the following minimum limits of cover:

(i) Public liability / property damage / passenger and baggage legal liability, any one accident / occurrence / unlimited in all: [*****];

(ii) The hull policy of insurance shall provide a waiver of recourse by the insurers, whether by subrogation or otherwise, against Seller, its officers, employees, servants, directors or agents.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Execution version

15 - BUYER SPECIFIED EQUIPMENT AND INFORMATION

15.1 Upon terms and conditions to be agreed in writing, Seller shall provide for the installation of the equipment to be furnished by Buyer (if any), and designated “Buyer Furnished Equipment” in Appendix A (Specification) appended hereto.

Seller shall advise Buyer with sufficient notice to Buyer of the dates by which Seller needs a written detailed description of the dimensions and weight of Buyer Furnished Equipment and information necessary for the installation and operation thereof, so that Seller may meet the Scheduled Delivery Dates of the Aircraft.

At the request of Seller, Buyer will consign at Seller’s facilities any spare Buyer Furnished Equipment items of a critical nature, i.e. items that if found unserviceable could impair the assembly, the testing or the acceptance of the Aircraft. Such spare items, if any, will be returned to Buyer with the last delivered Aircraft.

15.2 Any delay or failure by Buyer in providing the descriptive information or in furnishing Buyer Furnished Equipment giving rise to a delay in the performance of Seller’s obligations under this Contract, will result in a delay in the date at which Seller shall be required to meet its obligation to deliver the Aircraft and, if such delay is more than [*****], will cause the Base Purchase Price of the Aircraft concerned to be increased by the amount of Seller’s additional costs, if any, and escalation attributable to such delay or failure by Buyer. In no event shall Seller be liable to Buyer for damages or penalties with respect to delay in the date at which Seller shall be required to meet its obligation to deliver the Aircraft, or liable for any damages, including without limitation any other direct, incidental, special or consequential loss or damage resulting from Buyers delay in providing Buyer Furnished Equipment.

15.3 Buyer will [*****] arrange for the Buyer Furnished Equipment [*****].

15.4 Title to and risk of loss of any Buyer Furnished Equipment shall at all times remain with Buyer, who may take out an insurance covering such risks. Except as required by non-waivable provisions of applicable law, Seller shall have no responsibility or reliability for Buyer Furnished Equipment. Seller shall however undertake to exercise all due skill and care in the installation of all Buyer Furnished Equipment.

15.5 If Buyer requests Seller to directly supply certain items which are considered as Buyer Furnished Equipment as per the Specification and if such request is notified to Seller in due time in order not to affect the Scheduled Delivery Date of the Aircraft, Seller shall order such items subject to the execution of an SCN reflecting the effect on price, escalation adjustment and other possible conditions of the Contract.

15.6 For the avoidance of doubt, none of the warranties or guarantees given by Seller shall apply to Buyer Furnished Equipment even in a case of Seller directly supplying them.

15.7 Seller shall bear no liability in respect of any product support relating to any Buyer Furnished Equipment, provided that Seller has exercised due skill and care in the installation of any such Buyer Furnished Equipment as required under Clause 15.4 hereof.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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15.8 BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS SELLER FROM AND AGAINST ALL CLAIMS AND LIABILITIES, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO SUCCESSFULLY ESTABLISHING THE RIGHT TO INDEMNIFICATION, FOR INJURY TO OR DEATH OF ANY PERSON OR PERSONS, INCLUDING EMPLOYEES OF BUYER BUT NOT EMPLOYEES OF SELLER, OR FOR LOSS OF OR DAMAGE TO ANY PROPERTY, INCLUDING ANY AIRCRAFT, ARISING OUT OF OR DIRECTLY CONNECTED WITH ANY NONCONFORMANCE OR DEFECT IN ANY BFE. THIS INDEMNITY WILL NOT APPLY WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT CAUSED BY BUYER’S INSTALLATION OF THE BFE.

15.9 BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LIABILITIES, DAMAGES AND COSTS ARISING OUT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS BY BFE OR ARISING OUT OF THE INSTALLATION OR USE OF BFE BY SELLER.

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16 - CUSTOMER SUPPORT SERVICES, GUARANTEES AND WARRANTIES

16.1 Seller shall provide the spare parts services provided for in Appendix D (Spare Parts Procurement), the product warranties provided for in Appendix E (Warranties), the customer support services provided for in Appendices F (Technical Publications), G (Engineering Assistance), H (Start-Up Team), I (Field Service), J (Training) and the guarantees provided for in Appendices L (Performance Guarantees) and M (Dispatch Reliability Guarantee) appended hereto.

16.2 Seller shall deliver the Aircraft and spares to Buyer together with applicable documentation and manuals therefor in hard copy or otherwise (below in this Clause collectively referred to as “Manuals”), and Buyer shall accept the same, with the benefits and subject to all the terms and conditions of the warranties and other provisions contained in Appendix F (Technical Publications).

16.3 WAIVER, RELEASE AND RENUNCIATION

ALL WARRANTIES, SUPPORT SERVICES AND GUARANTEES OF SELLER AND REMEDIES OF BUYER SET FORTH IN CLAUSE 16.1, THE RELATED APPENDICES AND THE BILL OF SALE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF SELLER AND RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, TRAINING, SERVICES, ACCESSORY OR PART DELIVERED TO AND ACCEPTED BY BUYER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR ANY PURPOSE,

(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE,

(C) ANY OBLIGATION OR LIABILITY OF SELLER OR ANY RIGHT, CLAIM OR REMEDY OF BUYER IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED, AND

(D) ANY OBLIGATION OR LIABILITY OF SELLER OR ANY RIGHT, CLAIM OR REMEDY OF BUYER FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, OR FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,

PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON IS HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS SECTION 16.3 SHALL REMAIN IN FULL FORCE AND EFFECT.

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THE WARRANTIES, SUPPORT SERVICES AND GUARANTEES SET FORTH IN SECTION 16.1 SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY SELLER AND BUYER.

NOTWITHSTANDING THE FOREGOING, THIS CLAUSE 16.3 SHALL NOT APPLY TO ANY DEFECT OR FAILURE IN ANY SERVICE DELIVERED OR PROVIDED BY SELLER UNDER THIS CONTRACT WHERE SUCH DEFECT OR FAILURE WAS CAUSED BY SELLER’S GROSS NEGLIGENCE;

16.4 WITHOUT LIMITING THE WAIVER, RELEASE AND RENUNCIATION SET FORTH IN SECTION 16.3, AND SUBJECT TO SECTIONS 13.2 AND 13.4, BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DAMAGES, DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, REVENUE OR USE OF AN AIRCRAFT, AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF A BREACH OF THIS CONTRACT, ANY NONCONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, TRAINING, SERVICES, ACCESSORY OR PART OR ANY OTHER SELLER NONPERFORMANCE UNDER THIS CONTRACT.

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17 - OPTION AIRCRAFT & ADDITIONAL AIRCRAFT    

17.1 In addition to the twenty (20) Firm Aircraft, Buyer shall have the option to purchase ten (10) optional aircraft (the “Option Aircraft”) as provided for in Appendix N (Option Aircraft).

17.2 In addition to the twenty (20) Firm Aircraft and ten (10) Option Aircraft, Buyer shall have the right to purchase ten (10) additional aircraft (the “Additional Aircraft”) as provided for in Appendix O (Additional Aircraft).

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18 - SUPPLY OF INTERIM CAPACITY

18.1 Scope

18.1.1 In consideration of Buyer acquiring the Aircraft and subject to such acquisition, Seller is willing to assist Buyer to source interim capacity in order to maximize the number of aircraft operated by the Operator starting from December 2010 and subsequently during the years 2011 and 2012.

18.1.2 Seller shall procure or cause to procure to the Operator [*****] used ATR 72-200 aircraft (the “Used Aircraft”) on [*****]

In that respect, Seller has at this time identified [*****] used ATR 72-200 aircraft from its own asset portfolio and from [*****] is ready to dry-lease to the Operator on a [*****] The Used Aircraft currently contemplated for dry operating leasing by the Operator are [*****] ATR 72-200 aircraft bearing [*****] The Lease of such Used Aircraft is subject to entry into mutually acceptable leasing arrangements consistent with Appendix P (Used Aircraft Operating Lease Terms) hereto.

18.1.3 The availability of the Used Aircraft remains however subject to the receipt by Seller from Buyer of the Used Aircraft [*****], as detailed in Appendix P (Used Aircraft Operating Lease Terms) hereto.

Seller hereby acknowledges receipt of the Used Aircraft [*****] for the [*****] Used Aircraft to be procured by Seller hereunder.

For the avoidance of doubt, each Used Aircraft [*****] will be [*****] in accordance with the terms of Clause 6.2.7 hereof.

18.1.4 In addition, Seller reserves the right to replace any of the Used Aircraft listed above by another used ATR 72-200 aircraft bearing a different Manufacturer Serial Number, being understood that such replacement used aircraft may be owned and leased by a third-party lessor or operator.

18.2 Used Aircraft Operating Lease Terms

18.2.1 The [*****] Used Aircraft shall be available for delivery starting from December 2010 and onwards.

18.2.2 The proposed terms relating to the Used Aircraft operating leases, including but not limited to aircraft delivery and return conditions, lease term, rentals and securities are detailed in Appendix P (Used Aircraft Operating Lease Terms) hereto.

18.2.3 The specifications of each Used Aircraft will be communicated to the Operator as soon as practicable and at the latest at the stage of each Used Aircraft operating lease agreement negotiation.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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18.3 Training Services Advance

Subject to the payment by Buyer to Seller of all pre-delivery payments for each Aircraft then due and payable in accordance with Clause 6.2 hereof, the following training services for the Aircraft may be advanced to be used before the Used Aircraft entry into service so as to ensure adequate Used Aircraft introduction in the Operator’s fleet:

• Flight crew courses set forth in Clause 3.1 of Appendix J (Training) for the first [*****] Firm Aircraft;

• Cabin crew courses set forth in Clause 3.2 of Appendix J (Training) for the first [*****] Firm Aircraft;

• Mechanics courses set forth in Clause 3.3 of Appendix J (Training) for the first [*****] Firm Aircraft;

• Ground staff courses set forth in Clause 3.4 of Appendix J (Training) for the first [*****] Firm Aircraft; and

• Customer service assistance set forth in Appendix I (Field Service) hereof.

Any such advanced training as detailed above will be provided for the ATR 72-200 type where applicable (that is for the avoidance of doubt for the flight crew transition course, flight crew TRI courses, flight attendant instructor courses and mechanics T1 and T1 additional module courses).

The difference courses from the Used Aircraft ATR 72-200 type to the ATR 72-600 Aircraft type will be [*****] by Seller to Buyer for such pilots, flight attendants and mechanics initially trained to ATR 72-200 Used Aircraft type.

For the avoidance of doubt, the right granted to Buyer to benefit from any such training services advance and from any ATR 72-200 to ATR 72-600 difference training shall be assigned by to the Operator in the event of an assignment by the Buyer to the Operator of the training services set forth in Appendix J (Training) and Appendix I (Field Service) hereof.

18.4 Lease Extension due to Firm Aircraft Delivery Delay

Should (i) a delay in delivery of a Firm Aircraft lead to a lease extension of any Used Aircraft, and (ii) any Used Aircraft for which a lease extension is so required need airframe check(s) (C / 2Ye / 4Ye / 8Ye / 36,000 Cy) performed during the lease extension period, then during the period of airframe check performance (and solely during such period):

(i) [*****] and

(ii) In case of an Inexcusable Delay, Buyer shall be entitled to supplemental liquidated damages, in addition to the liquidated damages provided in Clause 13.2, in the amount of [*****] for each day of such airframe check performance.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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18.5 [*****]

18.5.1 [*****]

18.5.2 [*****]

18.5.3 [*****]

(i) [*****]

(ii) [*****]

(iii) [*****]

(iv) [*****]

(v) [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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18.5.4 [*****]

18.5.5 [*****]

18.6 In case of contradiction and/or inconsistency between this Contract and any Used Aircraft Operating Lease Agreement (as defined in Appendix P (Used Aircraft Operating lease Terms) hereof), any such Used Aircraft Operating Lease Agreement shall prevail.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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19 - MISCELLANEOUS

19.1 Save as expressly provided in this Contract, no alteration of the terms of this Contract shall be effective unless contained in a written document signed by Authorised Representatives of both parties.

19.2 If a provision of this Contract is or becomes illegal, invalid or cannot be enforced in any jurisdiction, that will not affect:

19.2.1 The legality, validity or enforceability in that jurisdiction of any of the other provisions of this Contract; or

19.2.2 The legality, validity or enforceability in any other jurisdiction of that or any other provision of this Contract.

19.3 This Contract is the whole agreement between Seller and Buyer for purchasing the Aircraft and supersedes and replaces all previous agreements, understandings, commitments or representations whatsoever whether oral or written, including for the sake of clarity the Heads of Agreement executed by and between Seller and Buyer on July 16^th 2010.

19.4 Buyer and Seller agree that this Contract is an international supply contract which has been the subject of discussion and negotiation, that all its terms and conditions are fully understood by the parties, and that the price of the Aircraft and the other mutual agreements of the parties set forth herein were arrived at in consideration of the provisions hereof specifically including all waivers, releases and renunciations by Buyer set out herein.

19.5 The time stipulated in this Contract for all payments by Buyer to Seller or by Seller to Buyer and for each party to perform its obligations under this Contract will be of the essence.

19.6 Each party shall, and shall use all reasonable endeavours to procure that third parties shall, execute and sign such documents and do such acts and things as any other party shall reasonably request in order to carry out the intended purpose of this Contract or to establish, perfect, preserve or enforce that party’s rights under this Contract.

19.7 There are no third party beneficiaries of this Contract. No person who is not a party to this Contract shall have, under this Contract, any benefit or right to enforce any of its terms.

19.8 The indemnities, waivers, disclaimers and exculpations set forth in this Contract including but not limited to these contained in Sections 14 and 16 shall survive the expiration or termination of this Contract with respect to any or all Aircraft.

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20 - TAXES

20.1 Seller shall pay, indemnify and hold Buyer harmless from any and all Taxes [*****] Buyer shall pay, indemnify and hold Seller harmless from [*****] Upon the request of either Party, the other Party shall execute and deliver to the requesting Party any document reasonably necessary or desirable in connection with an exemption from, reduction of or the contesting of the imposition of any Taxes resulting from or arising in connection with this Contract and the sale of the Aircraft under this Contract. In the event that any Tax that is subject to indemnification pursuant to this Section 20.1 is imposed on a Party, the Party seeking indemnification shall promptly notify the other Party of the imposition of such Taxes, provided that the failure to promptly notify the indemnifying Party will not relieve the indemnifying Party of its obligations pursuant to this Section 20.1 except to the extent that such failure harms the indemnifying Party,.

20.2 In addition to the above, and for the sake of clarity, in case of a withholding tax being applied on the payment of the Purchase Price of any Aircraft, Buyer shall make a complementary payment to Seller in an amount equal to the amount of the withholding tax, so that the net amount received by Seller is equal to the amount which would have been received by Seller had no such withholding tax been levied.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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21 - PATENT INDEMNITY

21.1 Seller shall, within [*****] calendar days of notice, indemnify Buyer and Buyer’s officers, employees, agents and shareholders from and against any damages, costs or expenses including legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement of:

(a) Any [*****] patent, or

(b) Any patent issued under the laws of any other country in which Buyer or the Operator may lawfully operate the Aircraft, provided that:

(i) From the time of design of the Aircraft, accessory, spares, equipment or part and until infringement claims are resolved, such country and the flag country of the Aircraft are legally bound by and recognise their obligations and duties under the Chicago Convention on International Civil Aviation of December 7, 1944 and the flag country is fully entitled to all benefits of Article 27 thereof, or, in the alternative,

(ii) From such time of design and until infringement claims are resolved such country must either be a party to the International Convention for the protection of Industrial Property, or have in full force and effect patent laws which recognise and give adequate protection to patents issued under the laws of other countries.

21.2 Should any unit or part of the Aircraft be held to infringe any patent and should Buyer be enjoined from using same, Seller will then at its option and at its expense:

(i) Procure for Buyer the right to use the unit or part thereof free of any liability for patent infringement, or,

(ii) Replace as soon as possible the unit or part thereof with a non-infringing substitute otherwise complying with the requirements of this Contract.

21.3 If a suit is commenced or threatened against Buyer for infringement or if Buyer receives a written claim alleging infringement, Buyer shall forthwith notify Seller giving particulars thereof and shall use diligent efforts in full co-operation with Seller to reduce royalties, damages, costs and expenses involved and shall, subject to applicable law, furnish to Seller all data, papers, records and other assistance within Buyer’s knowledge, control or possession, which may be used as material to resistance or defense against such claim or suit.

Buyer shall refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties for which Seller may be asked to assume liability or otherwise acting in a manner prejudicial to Seller’s defense or resistance to such suit or claim.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Seller shall upon demand indemnify Buyer against any damages, costs or expenses (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) incurred by Buyer in so cooperating with Seller or in performing or omitting to perform any action pursuant to this Clause 21.3.

21.4 For the avoidance of doubt, the indemnity contained in this Section 21 is subject to the exclusions contained in Article 16.3 and 16.4.

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22 - TERMINATION

22.1 In the event that either Seller or Buyer:

22.1.1 Is unable to or admits in writing its inability to pay its debts generally as they become due or makes a general assignment for the benefit of creditors; or

22.1.2 Files a voluntary petition under bankruptcy, reorganization or insolvency laws or if such a petition is filed against Buyer or Seller and such petition is not discharged within [*****]; or

22.1.3 Petitions for, or acquiesces in, the appointment of any receiver, trustee, custodian or similar officer to liquidate or conserve its business or any substantial part of its assets; or

22.1.4 Commences under the laws of any competent jurisdiction any proceeding involving its insolvency, readjustment of debt, dissolution, liquidation, reorganization or any other similar proceeding for the relief of financially distressed debtors; or

22.1.5 Becomes the object of any proceeding or action of the type described in Subsections 22.1.3 or 22.1.4 above relating to a substantial part of its assets and such proceeding or actions remains undismissed or unstayed for a period of at least [*****]; or

22.1.6 Is divested of a substantial part of its assets, or suspends a substantial part of his business, or ceases doing business for a period of at least [*****]; or

22.1.7 Is subject to an “order for relief” under the United States bankruptcy code,

then the other party may, to the full extent permitted by law, by written notice terminate all or part of this Contract.

22.2 If Buyer fails, in breach of this Contract, to:

22.2.1 Pay any Pre-Delivery Payment set forth in Clause 6.2 with respect to any Aircraft on the due date for such payment; or

22.2.2 Take delivery of any Aircraft when tendered for delivery in accordance with the terms of this Contract; or

22.2.3 Deliver the signed Certificate of Acceptance to Seller for any Aircraft in compliance with Clause 10.9; or

22.2.4 Pay the Purchase Price to Seller for any Aircraft in compliance with Clause 11.1; or

22.2.5 Perform or comply with any material obligation expressed to be assumed by Buyer under this Contract with respect to any Aircraft or under any Used Aircraft operating lease,

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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and such failure (a “Buyer Default”) continues for a period of more than [*****] after the receipt of notice by Buyer from Seller to correct such failure, then Seller may without prejudice to its other rights under this Contract, by written notice to Buyer:

(a) Terminate this Contract by written notice to Buyer with, and solely with respect to any such Aircraft for which Buyer has defaulted in its obligations; and/or

(b) Proceed by appropriate court action or actions to enforce performance of this Contract, including without limitation the payment of all other amounts due by Buyer to Seller pursuant to this Contract; and/or

(c) Proceed by appropriate court action to recover damages for breach of this Contract.

Any termination under this Clause 22.2 shall discharge the parties of all obligations and liabilities hereunder with, and solely with, respect to such Aircraft for which the Contract is so terminated and any related services, data or other items applicable thereto and to be furnished hereunder and, Seller, without prejudice to any other rights and remedies available to it under this Contract or by law, shall be entitled to [*****] under this Contract with, and solely with, respect to any such Aircraft for which the Contract is so terminated.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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23 - TERMINATION PROCEDURE

23.1 To the fullest extent permitted by law, the termination of this Contract, pursuant to Clause 22 (Termination) shall become effective immediately upon receipt by the relevant party of the written notice sent by the other party without it being necessary for either party to take any further action or to seek any consent from the other party or any court having jurisdiction.

23.2 The right of the parties to terminate this Contract shall be without prejudice to any other rights and remedies available to such party to seek termination of this Contract before any court having jurisdiction pursuant to any failure by the other party to perform its obligations under this Contract.

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24 - CONFIDENTIAL NATURE OF CONTRACT AND INFORMATION

24.1 This Contract is confidential between the parties and shall not without prior written consent of the other party be disclosed by either party in whole or in part to any other person or body except (i) their employees, attorneys, accountants, financial advisors, lenders (including for the sake of clarity any entity with whom Buyer may enter into a sale and lease back transaction), investors and consultants having a need to know for the purpose of implementing the provisions of this Contract and only to the extent that such persons are bound by similar confidentiality covenants and that the relevant party has been informed in writing of the disclosure of this Contract to such persons or (ii) as may be required under law or by government entities or (iii) insofar as may be necessary for either party to carry out its obligations under applicable laws or regulations.

24.2 Any and all studies, reports, analyses, forecasts, or other documents relating to traffic, revenue, or costs predicted in connection with the Operator’s possible use of the Aircraft given or made available to Buyer, whether prepared in whole or in part by Seller or at Seller’s direction, shall, if used by Buyer, be a matter wholly for Buyer’s judgment and in no circumstances shall Seller be liable to Buyer or any third party for any consequences that may flow from such use and Buyer indemnifies Seller in respect of any such liability to any third party. Such documents are confidential and shall not without prior written consent of Seller be disclosed in whole or in part by Buyer to any third party except (i) as may be necessary under any applicable law and (ii) to the extent such information or documents are or become part of the public domain.

24.3 Except as may be reasonably required for the normal operation, maintenance, overhaul and repair of the Aircraft, Buyer shall hold confidential all technical data, documents and information supplied by or on behalf of Seller and shall not reproduce any such technical data, documents or information or divulge the same to any third party without the prior written consent of Seller except (i) as may be necessary under any applicable law and (ii) to the extent such information or documents are or become part of the public domain.

24.4 The submission of such studies, reports, analyses, forecasts, or other documents referred to above, and any use made thereof by Buyer or Seller, shall in no circumstances constitute a joint venture, partnership or other similar relationship between Seller and Buyer.

24.5 If applicable law requires disclosure, the parties hereto will coordinate the timing of such disclosure.

24.6 Either party may announce the signing of this Contract by means of a notice to the press, subject to prior approval of the other party and provided always that the other party has agreed in advance to the content of such notice.

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25 - COLLATERAL AGREEMENTS AND REPRESENTATIONS

25.1 The parties have negotiated this Contract (and the other related agreements entered into between the parties on the date hereof) on the basis that the terms and conditions set out herein represent the entire agreement between them relating in any way whatsoever to the Aircraft, services and spares which form the subject matter of this Contract and accordingly they agree that all liabilities for and remedies in respect of any representations made are excluded save insofar as provided in this Contract (and the other related agreements entered into between the parties on the date hereof). Neither party shall have any claim against the other on the grounds that it has placed any reliance whatsoever on any representations, agreements, statements, or understandings, whether oral or in writing, made prior to the date of this Contract, other than those expressly incorporated or recited in this Contract (or any other related agreement entered into between the parties on the date hereof).

25.2 No studies, reports, analyses, forecasts, or other documents relating to traffic, revenue, or costs predicted in connection with Buyer’s possible use of the Aircraft prepared by or at the direction of Seller and given to Buyer shall constitute or evidence warranties, representations, or any contractual or other commitments on the part of Seller and do not form part of this Contract, and Buyer waives any claims against Seller that it has placed any reliance on any statement in any such document for any purpose. All assumptions reflected in any such documents are based on information available to Seller when prepared and are subject to change. The accuracy and reliability of such information varies according to the availability of information to Seller. Accordingly, conclusions based on these assumptions are indicative only and Seller disclaims responsibility and Buyer accepts that Seller is not liable for any decisions made, expenses incurred, or opportunities foregone by Buyer after receipt of any such document or information.

25.3 Seller represents to Buyer that, at the date of execution of this Contract and on each successive Delivery Date:

(1) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation;

(2) It has the power to own its assets and to carry on its business as it is being conducted;

(3) The obligations expressed to be assumed by it in this Contract are legal, valid, binding and enforceable obligations;

(4) It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into and performance of this Contract and the transactions contemplated by this Contract; and

(5) All Authorisations required or desirable (a) to enable it lawfully to enter into, exercise its rights and comply with its obligations under this Contract, and (b) to make this Contract admissible in evidence in its jurisdiction of incorporation have in each case been obtained or effected and are in full force and effect.

The representations made in this Clause 25.3 are made by Seller on the date of execution of this Contract and on each Delivery Date.

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25.4 Buyer represents to Seller that, at the date of execution of this Contract and on each Delivery Date:

(1) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation;

(2) It has the power to own its assets and to carry on its business as it is being conducted;

(3) The obligations expressed to be assumed by it in this Contract are legal, valid, binding and enforceable obligations;

(4) It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into and performance of this Contract and the transactions contemplated by this Contract; and

(5) All Authorisations required or desirable (a) to enable it lawfully to enter into, exercise its rights and comply with its obligations under this Contract, and (b) to make this Contract admissible in evidence in its jurisdiction of incorporation have in each case been obtained or effected and are in full force and effect.

The representations made in this clause 25.4 are made by Buyer on the date of execution of this Contract and on each Delivery Date.

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26  - ASSIGNMENT OF CONTRACT

26.1 This Contract is not assignable in whole or in part without the prior written consent of the other party except;

26.1.1 Buyer may assign its rights to purchase the Aircraft for the purpose of financing of the Aircraft, in whole or in part, provided, however, that Buyer so notifies Seller in writing in advance, and such assignment is subject to the limitations of this Contract;

26.1.2 Assignment of Warranties, Product Support, Training and other rights and obligations to the Operator.

Buyer intends to lease each of the Aircraft to the Operator. In connection with the lease of the Aircraft, Seller hereby consents that Buyer assigns to the Operator its rights and obligations relating to any Used Aircraft as well as to any warranties, guarantees, spare parts procurement, technical publications, technical assistance, training and other product support services, including but not limited to the following Clauses and Appendixes, provided however that such assignment shall not incur obligations for Seller in addition to the obligations under this Contract:

• Clause 16 (Customer Support Services, Guarantees and Warranties)

• Clause 18 (Interim Aircraft)

• Appendix D (Spare Parts Procurement)

• Appendix E (Warranties)

• Appendix F (Technical Publications)

• Appendix G (Engineering Assistance)

• Appendix H (Start-Up Team)

• Appendix I (Field Service)

• Appendix J (Training)

• Appendix L (Performance Guarantee)

• Appendix M (Dispatch Reliability Guarantee)

Such assignment will be accomplished by a tripartite agreement entered into by and between Seller, Buyer and the Operator. Pursuant to any such assignment, the Operator shall be bound to the same confidentiality provisions as the Buyer with respect to disclosure and reproduction of all technical data, documents and information supplied by or on behalf of Seller.

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26.1.3 Seller may assign in whole or in part any of its rights to receive money hereunder; and

26.1.4 Seller’s interest in this Contract shall be assignable in pursuance of any merger, consolidation or re-organisation or voluntary sale or transfer of all or substantially all Seller’s assets.

26.2 Notwithstanding any assignment of this Contract under clause 26.1.1 or 26.1.2, Buyer shall remain fully liable to Seller to perform all the obligations and duties of Buyer hereunder and the exercise by any assignee of any of the rights assigned shall not release Buyer from any of its duties or obligations to Seller under this Contract, save to the extent that such exercise by the assignee shall constitute performance of such duties and obligations.

26.3 Notwithstanding any assignment of this Contract under clause 26.1.3 or 26.1.4, Seller shall remain fully liable to Buyer to perform all the obligations and duties of Seller hereunder and the exercise by any assignee of any of the rights assigned shall not release Seller from any of its duties or obligations to Buyer under this Contract, save to the extent that such exercise by the assignee shall constitute performance of such duties and obligations.

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27 - APPLICABLE LAW & ARBITRATION

27.1 Governing Law

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the parties hereto agree that this Contract in all respects shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Contract).

27.2 Arbitration

27.2.1 Any dispute (a “Dispute”) arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) (the “Rules”), which Rules are deemed to be incorporated by reference into this arbitration agreement.

27.2.2 The arbitral tribunal shall consist of three (3) arbitrators. The seat of arbitration shall be New York, U.S.A. All hearings shall take place in New York, New York and the language of the arbitration shall be English.

27.2.3 The governing law of this arbitration agreement shall be the substantive laws of the State of New York, U.S.A.

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28 - NOTICES

28.1 Any notices to be served hereunder may be addressed in the case of Seller:

By post to	Avions de Transport Regional
	1 Allée Pierre Nadot 31712 Blagnac Cedex France
	Attention:	Senior Vice President Commercial
By facsimile to +33 5 6221 6336
By email to:	contracts@atr.fr
and in the case of Buyer:
By post to	Canela Investments LLC
	c/o Azul Linhas Aéreas Brasileiras S/A
	Alameda Surubiju, 2010 Alphaville Industrial, Barueri Sao Paulo Brazil
	Attention:	Vice President / Legal Director
By facsimile to +55 11 4134 9890
By email to:	contratos@voeazul.com.br

28.2 All notices and requests required or authorised hereunder shall be given in writing either by personal delivery to an Authorised Representative of the party to whom the same is given or by registered mail (return receipt requested) or by facsimile and the date upon which any such notice or request is so personally delivered or if such notice or request is given by facsimile, the date upon which it is received by the addressee shall be deemed to be the effective date of such notice or request, provided that the sender has received oral or written confirmation from the recipient that all pages of the notice or request were received in legible form. Advance copies may however be delivered by email to the electronic addresses set forth above.

28.3 All notices, communications and documents to be given under this Contract shall be in English. If they are not in English, they must be given with a certified English translation. If there is any difference between the English version of any notices given or to be given in connection herewith and any version in any other language, the English version will apply.

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EXECUTION PAGE

IN WITNESS WHEREOF the parties have signed this Contract in two (2) original copies in the English language on the date first above written, each party acknowledging receipt of one such copy.

For and on behalf of:
CANELA INVESTMENTS LLC
Signature:	/s/ Gerald B. Lee
Name:	Gerald B. Lee
Title:	Managing Director
Date:	14/12/2010
For and on behalf of:
AVIONS DE TRANSPORT REGIONAL
Signature:	/s/ Filippo Bagmato
Name:	Filippo Bagmato
Title:	CEO HTR
Date:	14/12/2010

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APPENDIX A

SPECIFICATION

The ATR 72-600 Technical Specification DO/T 3864/07 dated May 2008 is issued as a separate document. It is amended in accordance with the following list.

1 ATR 72-600 TECHNICAL SPECIFICATION – DO/T 3864/07 DATED MAY 2008

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX B

[*****]

Delivery Month	[*****]
July 2010	[*****]
October 2011	[*****]
November 2011	[*****]
December 2011	[*****]
January 2012	[*****]
February 2012	[*****]
March 2012	[*****]
April 2012	[*****]
May 2012	[*****]
June 2012	[*****]
July 2012	[*****]
August 2012	[*****]
September 2012	[*****]
October 2012	[*****]
November 2012	[*****]
December 2012	[*****]
January 2013	[*****]
February 2013	[*****]
March 2013	[*****]
April 2013	[*****]
May 2013	[*****]
June 2013	[*****]
July 2013	[*****]
August 2013	[*****]
September 2013	[*****]
October 2013	[*****]
November 2013	[*****]
December 2013	[*****]
January 2014	[*****]
February 2014	[*****]
March 2014	[*****]
April 2014	[*****]
May 2014	[*****]
June 2014	[*****]
July 2014	[*****]
August 2014	[*****]
September 2014	[*****]
[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Delivery Month	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX C

LIST OF DOCUMENTS EXCHANGED AT AIRCRAFT ACCEPTANCE

1 CERTIFICATES

1.1 Type airworthiness certificate

1.2 Type certificate of nuisance limitation

1.3 Airworthiness Certificate for Export

1.4 Noise limitation certificate for export

1.5 Certificate of radio compliance for export

1.6 Non registration and non mortgage certificate

1.7 Temporary permit to fly (unless not granted by Civil Aviation Authority)

2 TECHNICAL DOCUMENTATION

2.1 ATR 72-600 Specification

2.2 Design standard SCN / Option list

2.3 Aircraft Modification List

2.4 Aircraft Inspection Report

2.5 Airworthiness Directives Compliance Check List

2.6 Aircraft Component List (sorted by ATA chapter) – CD / Hard Copies

2.7 Log Books

Aircraft Log Book

Engine Log Books (LH—RH)

• Turbomachine (LH—RH)

• Gearbox reduction (LH—RH)

• List of engines components (RH—LH)

• List of Service Bulletins embodied on Engines (LH—RH)

Propellers Log Books (LH—RH)

Landing Gear Log Book

• Main (LH—RH)

• Nose

Batteries Log Books

2.8 Loose / emergency equipment list

2.9 Weight and balance report

2.10 Commitment Letter (if any)

2.11 Technical Publications

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APPENDIX D

SPARE PARTS PROCUREMENT

CONTENTS

1 GENERAL

1.1 Preamble

1.2 Support Period

1.3 Warranties

2 INITIAL PROVISIONING

2.1 Initial Provisioning Purchase Orders

2.2 Initial Provisioning Data

2.3 Initial Provisioning Conference

2.4 Initial Provisioning Ordering & Delivery

2.5 Initial Provisioning Investment Forecast

2.6 Initial Provisioning Investment Buy-Back

3 INVENTORY

3.1 General

4 RE-PROVISIONING

4.1 General

4.2 AOGs

4.3 Critical/Routine Orders

5 PACKAGING

6 DELIVERY

7 PRICING

7.1 Seller’s Price Catalogue

7.2 Quotations

7.3 Cancellation Charges

8 PAYMENT AND TRANSFER OF TITLE

9 SPARES SERVICES

9.1 Standard Exchange and Repair Services

9.2 Lease Service

EXHIBIT A: SPARE PARTS SERVICES

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1 GENERAL

1.1 Preamble

This Appendix D describes the terms and conditions of the support that will be provided by Seller (or a designated partner) to Buyer in respect of the spares falling into the following spares’ usage categories:

UC 1:   Manufacturer proprietary items (“Proprietary Items”)

UC 2:   Vendors units (“Vendors Units”)

UC 7:   Vendors units’ breakdown parts (“Vendors’ Breakdown Parts”)

UC 8:   Modification Kits

UC 9:   Repair Kits

It shall be noted that Aviation Logistics shall provide spare support for spares falling into the following spares’ usage categories:

UC 3:   Hardware and standard items (“Hardware”)

UC 5:   Raw and bulk materials (“Raw & Bulk Materials”)

UC 6:   Ingredients (“Ingredients”)

It shall be also noted the ECA Sinters shall provide spare support for spares falling into the following spares’ usage category:

UC 4:   Tools, test and ground support equipment (“GSE”)

Should Buyer request so, GSE and tooling shall be furnished through ATR by ECA Sinters.

1.2 Support Period

During a period commencing with the date hereof and continuing as long as at least [*****] aircraft of the ATR model are operated in commercial air transport service (the “Support Period”), Seller will maintain or have maintained a reasonable stock as defined in Clause 3 of this Appendix and will furnish interchangeable and/or equivalent products adequate to meet Buyer’s needs for repairs and replacements on all Aircraft of the above mentioned model. Such spares will be sold and delivered with reasonable promptness upon receipt of Buyer’s orders.

Seller shall use its best efforts to obtain a similar service from all Vendors for ATR parts that are originally installed on Aircraft and not manufactured by Seller.

1.3 General Terms & Conditions

Unless otherwise stated herein, the general sales conditions applicable to spares sales and spares support and services are detailed in the “ATR Terms and Conditions of Sales of Goods and Services”, available on-line or on Seller’s support web site.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2 INITIAL PROVISIONING

2.1 Initial Provisioning Purchase Orders

Buyer’s purchase orders of spares addressed to Seller shall be considered as initial provisioning purchase orders (“IP Purchase Orders”) provided they are received by Seller within [*****] following the delivery of any Aircraft or Used Aircraft. All spares delivered pursuant to such IP Purchase Orders shall be considered as initial provisioning spare parts package (“IP Spares”).

2.2 Initial Provisioning Data

Initial provisioning data (“IP Data”) for both the Aircraft and the Used Aircraft shall be furnished by Seller to Buyer as soon as available in the form of listing or computer file providing Buyer with the necessary evaluation time and allowing the on-time delivery of the IP Spares.

Seller shall prepare and furnish to Buyer the following data in the English language.

2.2.1 Seller’s Data

Seller will provide to Buyer the following:

(i) A list of long lead time items and main components of the Aircraft and Used Aircraft as advanced data, on hard copy at a time to be mutually agreed;

(ii) A complete initial provisioning recommendation that includes Proprietary Items, Vendors Units, Hardware and Ingredients at the IP Conference (as defined below); and

(iii) A customised recommendation of GSE and Raw & Bulk Material as required for the maintenance of the Aircraft and maintenance of the Used Aircraft.

2.2.2 IP Data compliance and configuration guarantee

Seller shall ensure that its IP Data supplied to Buyer shall comply with the latest certification standard of the Aircraft or with the specification of the Used Aircraft and that said data will allow spares’ orders consistent with the status of the parts installed on Buyer’s Aircraft or Used Aircraft.

This provision shall not cover the parts incorporated on Buyer’s Aircraft or Used Aircraft as a consequence of Buyer’s modifications unknown to Seller and not designed nor agreed by Seller.

2.2.3 Cross reference / interchangeable parts listing

Seller shall also supply to Buyer a list of cross reference/interchangeable parts including hardware, sealant, adhesives, and electrical connectors. Such listing shall cross reference parts to standard aeronautical (“AN”), military (“MS”) or other norms.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2.3 Initial Provisioning Conference

Seller shall organise on Buyer’s request an initial provisioning conference (the “IP Conference”) for the purpose of preparing the initial provisioning of spare parts to Buyer. The IP Conference will take place at Seller’s premises or at any other mutually agreed location as early as possible after execution of this Contract.

2.4 Initial Provisioning Ordering & Delivery

2.4.1 Buyer’s IP Purchase Orders shall be placed no later than [*****] following the IP Conference.

2.4.2 In order to ensure the operation of Buyer’s Aircraft, and subject to the IP Purchase Orders being placed as mentioned here above, Seller shall deliver the IP Spares relating to the Aircraft and included in the initial provisioning as follows:

(i) At least [*****] of the quantities of each item ordered for each block of Aircraft (a block of Aircraft being defined as [*****] Aircraft to be delivered in sequence), one [*****] prior to delivery of the first Aircraft of each such block of Aircraft to Buyer.

(ii) [*****] of the quantities of each item ordered for each block of Aircraft (the “IP Block”) [*****] after the delivery of the first Aircraft of each such block of Aircraft to Buyer.

In the event that, [*****] after the delivery of the first Aircraft of each such block of Aircraft to Buyer, less than [*****] of IP Block relating to each such block of Aircraft is delivered by Seller to Buyer, then Seller shall provide Buyer with a credit equal to (i) [*****] minus [*****] of the IP Block relating to each such block of Aircraft delivered by Seller to Buyer, up to a maximum of [*****] multiplied by the (ii) aggregate value of the undelivered portion of the IP Block ordered by the Buyer.

2.4.3 Seller shall ensure that during the Initial Provisioning phase, the parts manufactured by Seller or its subcontractors shall be supplied in conformity with the latest configuration standard of the Aircraft. Otherwise, Seller or its subcontractors shall replace such items at [*****].

2.5 [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

3 INVENTORY

Seller undertakes to keep a sufficient inventory of spare parts in its own stores, including spare parts as defined in Clause 1.1 of this Appendix D, and shall supply interchangeable and/or alternate items to meet the demand and shipping schedule requirements made known by Buyer for replacement or repair purposes.

4 RE-PROVISIONING

4.1 General

Seller shall support Buyer’s re-provisioning orders of spare parts from its spares centres.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4.2 AOGs

Seller will provide a twenty-four (24) hours per day, seven (7) days a week emergency service, inclusive of holiday periods, to allow the supply of the concerned spare part(s) available in Seller’s stores, workshops and production line, including high-cost/long lead time spare parts.

Seller will respond to Buyer’s AOG notice within [*****] after receipt of an AOG order and ship (ex-works) from its warehouse within [*****].

4.3 Critical / Routine Orders

4.3.1 Critical Orders

Seller will respond to Buyer’s critical order within [*****] and will endeavour to ship (ex-works) from its warehouse the parts within [*****] lead-time.

4.3.2 Routine Orders

Seller will respond to Buyer’s routine order within [*****] and will endeavour to ship (ex-works) from its warehouse the parts within [*****] lead-time.

4.3.3 Slow moving items sourced by Seller on a back to back order basis: [*****] from the date of receipt of the order.

4.3.4 Other items (insurance items, modification kits…) will be quoted upon request.

Exact delivery lead-time will be confirmed to Buyer upon acknowledgement of his order and will supersede any previous information.

5 PACKAGING

5.1 All prices shall include packaging according to ATA SPEC 300 category 3 or category 2 (as appropriate). Seller shall provide for spare parts if so requested by Buyer with an order packaging according to ATA SPEC 300 category 1 at cost price less Seller’s cost for category 2 packaging. Seller accepts the burden of proof of proper packaging of spare parts shipped to Buyer.

5.2 Seller shall include in and fasten outside all shipping containers either packaging cards prepared in accordance with ATA SPEC 200 or packaging sheets at Buyer’s choice. Seller shall also include in the container copy of the pro-forma invoice for customs clearance.

6 DELIVERY

6.1 All shipment of new and used parts must be accompanied by documentation substantiating their condition such as EASA form one / FAA 8130-3 / Certificate of Conformity / test reports (as applicable), and with respect to life limited parts, time since installation (TSI), time since overhaul (TSO) and time since new (TSN).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.2 Should the Buyer find damage or functional faults affecting the delivered part, or deviations from the purchase order specification, Buyer shall be entitled to return subject part within (30) days after receipt at Seller’s or its subcontractor’s expense.

6.3 Late Delivery

6.3.1 In the event of a delay in delivery of any spare part other than a structural part (ATR Proprietary Item) beyond the timeframe provided in Section 4.2 and 4.3.1 of this Appendix D and such delay is not due not an Excusable Delay, the provisions of this Clause 6.3 shall apply.

6.3.2 Subject always to 6.3.1 above, if Seller does not deliver a spare part within the timeframe provided in Section 4.2 and 4.3.1 of this Appendix D, Seller shall issue to Buyer a credit equal to [*****] of the spare part purchase price for every additional day beyond the timeframe provided in Section 4.2 and 4.3.1 of this Appendix D, such amount to be capped at [*****] of the spare parts purchase price.

6.3.3 In addition to the delay remedies provided in 6.3.2 above, if a spare part relating to an AOG notice is not shipped within the guidelines set forth in Clause 4.2 of this Appendix D, Seller shall issue to Buyer a credit equal to [*****] of the purchase price of the spare part for every [*****] the part is delayed before shipment to Buyer, such amount to be capped at [*****] of the spare parts purchase price, provided always that the number of spare parts purchased by Buyer to Seller on an AOG basis does not exceed [*****] of the total number of spare parts purchased by Buyer to Seller.

6.3.4 The damages as set forth in Sections 6.2.2 and 6.2.3 of this Appendix D shall be paid by Seller only if :

(i) Buyer has ordered from Seller to the mutually agreed quantities and at the mutually agreed dates as specified in the Initial Provisioning Conferences, and has kept at all times an on-site stock of spare part comparable in terms of value and quantities to the on-site stock value and quantities agreed during the Initial Provisioning Conferences (subject to any adjustment pursuant to Clause 2.5 of this Appendix D); or

(ii) Buyer has placed routine orders within published lead times.

7 PRICING

The provisions contained in this Clause 6 will apply to both initial provisioning and re-provisioning orders.

7.1 Seller’s Price Catalogue

Price for Proprietary Items, Vendors Units or other spare parts will be provided directly through the ATR support web site (the “Spare Parts Catalogue”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Spare Parts Catalogue prices shall be effective at the date of issue of each year. However, ATR reserves the right to increase or decrease said Spare Parts Catalogue prices during that one (1) year period in case of significant and justified error in the published price of an item in the Spare Parts Catalogue or, in particular for the Non Proprietary Items, in case of change of price from the Vendor or supplier.

Every year, upon:

• Application of specific indexation mechanism included in each suppliers contract,

• Negotiations performed with vendors,

• Feedback information from ATR customer base and suppliers network,

• World wide spares market assessment,

ATR will ensure that the variations applied to its pricing policy remain in line with the variations applied during the year in the regional aircraft market.

All prices listed in ATR Spare Parts Catalogue are expressed in Dollars or Euros on ex-works basis (Incoterms 2000 definition), and exclusive of all taxes and duties.

7.2 Quotations

Prices for items not published in the Spare Parts Catalogue will be quoted within [*****] for procurable items (items having a part number) and [*****] for non-procurable items (items not having a part number) from Buyer’s request for quotation. Seller shall provide service bulletin kit prices within [*****] from service bulletin approval.

7.3 AOG or Expediting Fees

Buyer shall not be bound to pay any AOG or expediting fee of any kind for AOG spare parts orders.

7.4 [*****]

7.4.1 [*****]

7.4.2 [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

7.5 Cancellation charges

In the event Buyer elects to cancel a spare parts order already received by Seller, Seller may, at its discretion, charge Buyer a cancellation fee for refusing to take delivery of all or part of the goods according to the figures set out in this Clause 7.5.

The cancellation charges that Seller is entitled to recover are expressed as a percentage or the total of the then current brand new price of the spares covered by the order, which percentage is depending on the elapsed time from the order date as set out below:

• If the order is cancelled between [*****] days before the estimated delivery date, then [*****] of the amount of the order will be charged to Buyer

• If the order is cancelled between [*****] days before estimated delivery date, then [*****] of the amount of the order will be charged to Buyer

• If contract is cancelled between [*****] days before estimated delivery date, then [*****] of the amount of the contract will be charged to Buyer

• If the order is cancelled [*****] days or more before estimated delivery date, then [*****] cancellation charges will apply

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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8 PAYMENT AND TRANSFER OF TITLE

8.1 Payment shall be made by Buyer to Seller within [*****] from the date mentioned on the invoice or invoice statements.

In the event of any delayed payment under this Appendix C, Seller is entitled to damages from Buyer at the default rate as per article 6.7 of this Contract. These damages will be calculated from the [*****] after the date mentioned on the invoice or invoice statements until the date payment is received by Seller and will be applicable to any outstanding amount due by Buyer to Seller.

8.2 Property in and title to the spares parts will not pass to Buyer until the relevant price is fully paid to Seller.

9 SPARES SERVICES

9.1 Standard Exchange and Repair Services

A standard exchange and repair service will be provided by Seller for some overhaulable / repairable items including Vendors Units and Airframe parts listed in Exhibit A to this Appendix D. The applicable conditions will be set forth in the spares support and services catalogue as published on ATR support website and/or in separate documents, as applicable.

9.2 Lease Services

A lease service will be provided by Seller and shall apply to:

(i) Airframe parts listed hereto as Exhibit A to this Appendix

(ii) Components listed in the spares support & services catalogue as published on ATR support website.

The applicable terms and conditions will be set forth in the spares support & services catalogue and/or in separate documents, as applicable.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT A TO

APPENDIX D—CLAUSE 9

SPARE PARTS SERVICES

List of Insurance Items eligible for repair, lease or standard exchange:

• DOOR ASSY ENTRY

• DOOR ASSY HATCH

• DOOR ASSY EMERGENCY

• DOOR ASSY CARGO

• DOOR ASSY SERVICE

• DOOR ASSY LH LANDING GEAR

• DOOR ASSY RH LANDING GEAR

• ELEVATOR LH WITH TABS

• ELEVATOR RH WITH TABS

• RUDDER ASSY

• TAIL CONE ASSY

• AIR INTAKE DUCT

• AIR INLET STRUCTURE

• LEADING EDGES

• FLAPS ASSY INBOARD

• FLAPS ASSY OUTBOARD

• AILERON ASSY LH

• AILERON ASSY RH

• SPOILER LH

• SPOILER RH

• ENGINE MOUNT ASSY

• ENGINE COWLS

• ENGINE NACELLE FAIRING

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APPENDIX E

WARRANTIES

1 SELLER’S WARRANTY

1.1 Seller’s Warranties on Aircraft

Subject to Clause 1.4 (Warranty Period), 1.5 (Exclusions) and 2 (Vendor Warranties) hereof, Seller warrants to Buyer that each Aircraft shall, at the time of its delivery to Buyer:

(i) Be free from defects in material;

(ii) Be free from defects in workmanship (including processes of manufacture);

(iii) Be free from defects in design (including selection of materials) having regard to the state of the art at the date of its design; and

(iv) Be free from defects arising from failure to conform to the Specification of the Aircraft, except to those portions of the Specification where it is expressly stated that they are estimates, approximations or design aims.

1.2 Seller’s Warranties on Seller Parts

Subject to Clause 1.4 (Warranty Period) and Clause 1.5 (Exclusions) hereof, Seller warrants to Buyer that each Seller Part shall, at the time of delivery of the Aircraft to Buyer:

(i) Be free from defects in material;

(ii) Be free from defects in workmanship (including processes of manufacture);

(iii) Be free from defects in design (including selection of materials) having regard to the state of the art at the date of its design; and

(iv) Be free from defects in its installation in the Aircraft.

1.3 Seller’s Warranties on Vendor Parts

1.3.1 Subject to Clause 1.4 (Warranty Period) and Clause 1.5 (Exclusions) hereof, Seller warrants to Buyer that each Vendor Part shall, at the time of delivery of the Aircraft to Buyer:

(i) Be free from defects in its installation in the Aircraft;

(ii) Be suitable for its intended use; and

(iii) Be installed in such a manner as not to invalidate any Vendor Warranties.

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1.4 Warranty Period

Seller’s Warranties shall be limited to those defects that become apparent within:

• For the warranty in respect of defects in design, [*****] months; and

• For the warranty in respect of other defects, [*****] months or [*****] (whichever shall first expire)

after delivery of the Aircraft (the “Seller’s Warranty Period”)

1.5 Exclusions

1.5.1 Buyer’s rights under Seller’s Warranties are subject to the Aircraft and Seller Parts being maintained, overhauled, repaired and operated in accordance with instructions issued by Seller, or with the instructions issued or approved by Buyer’s Airworthiness Authorities.

1.5.2 Seller’s liability under Seller’s Warranties shall not extend to fair wear and tear nor to:

(i) Any Aircraft or Seller Part which either (a) has been repaired, altered or modified after delivery except by Seller or in a manner approved or authorised by Seller or (b) which has not been properly serviced or maintained as required under the Manuals, Technical Publications or by relevant aviation authorities;

(ii) Any Aircraft or Seller Part which has been operated by Buyer in its damaged state subsequent to its involvement in an accident (except during the flight on which such damage has occurred), or for any other reason;

(iii) Seller Parts from which the manufacturers’ trade mark, name, serial number or other identification marks have been removed; and

(iv) Conditions resulting from the acts or omissions of Buyer.

1.6 Administration of Seller’s Warranties on Seller Parts

With respect to Seller Parts, Seller’s Warranties shall be administered as hereinafter provided.

(i) Should Buyer discover a defect during the Warranty Period that entitles Buyer to make a claim under Seller’s Warranties, Buyer shall within [*****] after such discovery file a Warranty Claim addressed to Seller to the attention of ATR Customer Support Warranty Desk and shall promptly send to Seller the relevant Seller Part alleged to be defective;

(ii) All transportation costs, insurance, and any other expenses in connection with return of the defective Seller Part to Seller’s facilities (or to any facility designated by Seller) shall be borne [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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All transportation costs, insurance and any other expenses in connection with return of the Seller Parts repaired under the Seller’s Warranties to Buyer’s main base, shall be borne [*****];

(iii) Seller shall at its own expense promptly make all repairs or replacements necessary to make the relevant defective Seller Part comply in all respects with Seller’s Warranties. Seller shall have the sole right to determine whether the relevant defective Seller Part shall be repaired, overhauled or replaced;

(iv) If any relevant defective Seller Part cannot be repaired or overhauled economically, Seller shall, at Buyer’s option, either:

(a) Provide, [*****], a replacement part (having the same or higher value, the same or higher remaining life and the same or higher modification status) within a lead-time of [*****] from the date on which such relevant defective Seller Part is received at Seller’s premises (or at the facilities designated by Seller); or

(b) Extend a corresponding credit to Buyer for Buyer’s future purchase of parts,

and the relevant defective Seller Part shall without further act become the property of Seller;

(v) All warranty repairs, overhauls and corrections will be at Seller’s expense provided Seller or its representative accepts that the claim is subject to the Seller’s Warranties;

(vi) Warranty Claim determination will be reasonably based upon reports from Seller’s regional or on site representative, historical data logs, inspection, tests and findings during repair and failure analysis;

(vii) Seller shall have the right to inspect, without unreasonably interfering with Buyer’s operations, the Aircraft and relevant documents and other recognised records in the event of any claim under this Clause;

(viii) If Seller Parts which are sent to Seller under warranty consideration are found to be in a “No Fault Found” status, Seller shall notify Buyer and Buyer shall refund to Seller its transportation costs and reasonable test charges;

(ix) The unexpired portion of the original warranty shall apply to any Seller Part replaced or repaired under this Clause.

1.7 Ferry of Aircraft

In the event that Buyer desires to ferry an Aircraft to Seller’s premises or other agreed location for consideration of a Warranty Claim, Buyer will notify Seller of its intention and Seller will before such ferry have the right to inspect such Aircraft. Seller shall thereafter promptly make all repairs or replacements necessary under any valid Warranty Claim to make the relevant defective Seller Part comply in all respects with Seller’s Warranties, subject always to the provisions of Clause 1.6 of this Appendix D.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.8 On-Aircraft Work By Seller

Repairs or correction under a Warranty Claim may justify the dispatch by Seller of a working team to make such repair or correction through the accomplishment of a Seller Service Bulletin at Buyer’s facilities. Seller and Buyer will agree on a schedule and place for such work to be performed, Seller shall thereafter promptly make all repairs or replacements necessary under any valid Warranty Claim to make the relevant defective Seller Part comply in all respects with Seller’s Warranties, subject always to the provisions of Clause 1.6 of this Appendix.

1.9 In-house Warranty

After previous approvals in writing from Seller or its representative at Buyer’s base (which approval shall not be unreasonably withheld), Buyer may be authorised to perform, subject to the terms of the Seller’s Warranties and the terms hereof, the repair of Seller Parts covered by the Seller’s Warranties “in-house”. Seller’s representative has the right to request return shipment of removed Seller Parts, if the nature of the failure requires technical investigation.

Seller’s representative shall further have the right to be present during the disassembly and inspection of the defective Seller Parts. Buyer shall repair or correct such parts in accordance with Seller’s instructions.

In such event, Buyer shall file a Warranty Claim within [*****] after discovery of a defect for which Seller’s Warranties apply, along with a statement of the labour cost expended plus the cost of the material required for repair at current catalogue prices whereupon Seller shall promptly pay to Buyer such amount. Alternatively, Buyer may elect to request Seller to credit to its account in an amount equal to the [*****] at current catalogue prices.

The man-hours authorised for “in-house” repair of any item by Buyer shall be based on [*****] provided that the man-hours expended are not otherwise required for maintenance work currently being carried out on the Aircraft or other unrelated items.

For the purpose of this clause, the warranty labour rate shall be [*****] of Buyer’s average direct hourly labour rate. For this purpose, “average direct hourly labour rate” means the average hourly rate (excluding all fringe benefits, premium time allowances, social charges, business taxes and the like) paid to Buyer’s employees whose jobs are directly related to the performance of the repair or modification. Prior to or concurrent with submission of Buyer’s first claim for labour reimbursement hereunder, Buyer shall notify Seller of Buyer’s then current average direct hourly labour rate, and thereafter Buyer shall promptly notify Seller of any significant change in such rate. If requested, Buyer shall furnish to Seller such data as may be reasonably required to substantiate such rate.

In no case will reimbursement be made to Buyer for repair costs including labor and material in excess of those which would have resulted if repairs had been carried out at Seller’s facilities. The labour cost to be credited by Seller as aforesaid shall account for:

• Fault Location

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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• Disassembly,

• Repair,

• Reassembly,

• Final inspection and test.

Claims for “in-house” Warranty credit shall be in accordance with the format of a Warranty Claim and will include the additional following data:

• Part number of parts

• Serial Number of parts

• Description of parts

• Quantity of parts,

• Unit price of parts,

• Total price of parts,

• Total labour hours,

• Total claim value.

If a part has a malfunction and is rectified by Buyer within the Warranty Period after previous approval from Seller or Seller’s representative, Seller shall be responsible only for the portion of rectification cost related to the malfunction, in accordance with the material and man-hour prices as previously defined.

Buyer shall retain failed defective parts for a period of [*****] after the date of completion of repair. At Seller’s request, such parts are to be returned to Seller’s designated facilities, within [*****] from receipt of such request.

2 VENDOR WARRANTIES

2.1 Vendor Warranties on Vendor Parts

2.1.1 Prior to the delivery of the Aircraft, Seller shall obtain from each Vendor enforceable warranties covering defects in material, workmanship and design (the “Vendor Warranties”) in respect of the Vendor Parts. Seller warrants that Buyer will be entitled to the benefit thereof in accordance with the terms and conditions of the Vendor Warranty Manual.

Seller shall, at the time of delivery of the Aircraft, supply to Buyer the Vendor Warranty Manual detailing the warranties that are available to Buyer in respect of Vendor Parts.

The Vendor Warranties shall be administered in accordance with the terms of the Vendor Warranty Manual. Buyer shall address any claim arising under the Vendor Warranties directly to the appropriate Vendor, and keep Seller informed of the process of its claim. Any Vendor Part claimed to be subject to Vendor Warranties shall be sent directly to the applicable Vendor

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2.1.2 [*****]

2.1.3 Seller shall also [*****] to obtain a [*****] years MTBUR warranty from those Vendors for which the MTBUR guarantees contained in the Vendor Warranty Manual is less than [*****] years.

2.2 Failure by Vendor to Honour Vendor Warranties

In the event that (i) any Vendor, under any standard warranty obtained by Seller and set out in the Vendor Warranty Manual, defaults in the performance of any material obligation in respect of such standard warranty and (ii) Buyer submits to Seller reasonable proof that such default has occurred, then Seller’s Warranty shall apply to such defect to the same extent as if it was a defect to a Seller Part.

At Seller’s request, Buyer shall assign to Seller, and Seller shall be subrogated, to all of Buyer’s rights against such Vendor with respect to such defect and arising by reason of such default.

Any accessory, equipment or part selected by Buyer and installed in an Aircraft at Buyer’s request whether following a request for change prior to execution of this Contract or following signature of a SCN shall be excluded from this Clause 2.2.

3 INTERFACE COMMITMENT

3.1 Interface Problems

If Buyer experiences any technical problem in the operation of the Aircraft or its systems due to malfunction or failure of an accessory, equipment or part, the cause of which, after due and reasonable investigation by Buyer, is not readily identifiable as attributable to the design characteristics of one or more components of the Aircraft (an “Interface Problem”) Seller shall, if requested by Buyer, and without charge to Buyer, promptly conduct an investigation and analysis of such Interface Problem to determine, if possible, the cause or causes of the Interface Problem and to recommend such corrective action. Buyer shall furnish to Seller all data and information in Buyer’s possession relevant to the Interface Problem, and shall cooperate with Seller in the conduct of its investigations and such tests as may be required. At the conclusion of its investigations, Seller shall promptly advise Buyer in writing of Seller’s opinion as to the cause or causes of the Interface Problem and Seller’s recommendations as to corrective action.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.2 Seller’s Responsibility

If Seller determines that the Interface Problem is primarily attributable to a defect in the design of any component manufactured to Seller’s detailed design, Seller shall correct the design of such component, at [*****] to Buyer, to the extent of any then existing obligations of Seller under Seller Warranty.

3.3 Vendor’s Responsibility

If Seller determines that the Interface Problem is primarily attributable to a defect in the design of a component not manufactured to Seller’s design, Seller shall, if requested by Buyer, assist Buyer in processing any warranty claim Buyer may have against the manufacturer of such component. Seller shall also take whatever action is permitted by its contract with such manufacturer in an effort to obtain a correction of the Interface Problem acceptable to Buyer.

3.4 Joint Responsibility

If Seller determines in that the Interface Problem is partially attributable to a defect in the design of a component manufactured to Seller’s detailed design and partially to a defect in the design of components not manufactured to Seller’s detailed design, Seller shall, if requested by Buyer, seek a solution to the Interface Problem through the co-operative efforts of Seller and the manufacturers of the other components involved. Seller shall promptly advise Buyer of such corrective action as may be proposed by Seller and such other manufacturers, such proposal to be consistent with any then existing obligations of Seller and such other manufacturers.

If such proposal is acceptable to Buyer, the proposed action shall be taken. Acceptance by Buyer of such action shall constitute full satisfaction of any claim Buyer may have against either Seller or such other manufacturers with respect to such Interface Problem.

3.5 General provisions for Interface Commitment

All requests under this Clause 3 shall be directed to Seller’s and / or Vendors’ warranty administrators as appropriate.

Except as specifically set forth in this Clause 3, this Clause 3 shall not be deemed to impose on Seller any obligation not expressly set forth elsewhere in this Contract. All reports, recommendations, data and other documents furnished by Seller to Buyer pursuant to this Clause 3 shall be deemed to be delivered under this Contract and shall be subject to the limitations set forth in this Clause 3.

4 SERVICE LIFE POLICY

In addition to the warranties set forth in Clause 1 (Seller’s Warranty) and Clause 2.1.2 above, Seller further agrees that should a Failure occur, in any of the Items listed in Exhibit A to this Appendix D, and subject to the general conditions and limitations set forth in Clause 4.4 below, then the provisions of this Clause 4 shall apply.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4.1 For the purpose of this Clause 4, the following definitions shall apply:

(i) “Item” means any of the items of primary structure specified in the Exhibit A hereto,

(ii) “Failure” means any breakage or defect that impairs the utility and safety or reliability of the Item.

4.2 Subject to general conditions and limitations set forth in Clause 4.4 below, Seller undertakes that if a Failure occurs in an Item before the Aircraft in which that Item was initially installed has completed [*****] flying hours or before the Aircraft in which that part is incorporated has completed [*****] landings or within [*****] months after the delivery of said Aircraft to Buyer (whichever shall first occur), Seller shall, at its own discretion, and as promptly as practicable and at the price hereinafter provided either:

(a) Design and furnish to Buyer a correction for the Item affected by the Failure and provide any parts required for such correction, or

(b) Replace such Item.

4.3 Any Item that Seller is required to furnish to Buyer under this Service Life Policy in connection with correction or replacement of an Item shall be furnished to Buyer at a price determined in accordance with the following formula:

[*****]

or

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4.4 General Conditions and Limitations

4.4.1 The undertakings given in Clauses 4.2 and 4.3 above shall not apply during the period of the warranty applicable to that Item under Clause 1 (Seller Warranty), nor if the Failure of the Item is due to any of the causes referred to in Clauses 1.5.2 (i), (ii) and / or (iii).

4.4.2 This Service Life Policy is applicable to Failures as defined in Clause 4.1, subject to maintenance and overhaul processes as indicated in Seller’s technical documentation and/or any other Seller’s technical written instructions being strictly complied with by Buyer.

4.4.3 The provisions of Clause 1.5.1 above are incorporated herein by this reference and shall condition Seller’s obligation under this Service Life Policy with respect to any listed Item.

4.4.4 Buyer shall maintain historical records with respect to the Item adequate to enable determination as to whether the alleged Failure is covered by the present undertaking and (if so) to define the cost to be borne [*****] in accordance with Clause 4.3 above.

4.4.5 Buyer shall keep Seller or its representative informed of any significant incident whatsoever occurring or recorded, resulting in any damage to the Aircraft. Failure to comply with this requirement shall invalidate this Service Life Policy.

4.4.6 Buyer will have to perform the structural inspections in accordance with the program described in section 8 of the Maintenance Planning Document to be supplied to Buyer according to Appendix F (Technical Publications) hereafter.

Such inspections shall be carried out at Buyer’s expense and the reports relating thereto furnished to Seller in case of disclosure of a Failure, to allow Seller to take all necessary corrective actions. Service Life Policy application is, in all case, conditional to Buyer’s conformity with such inspection program.

4.4.7 In case of any Failure, Buyer shall be obliged to report the breakage or defect in writing or by fax to Seller within [*****] days after any breakage or defect in a listed Item becomes evident whether or not said breakage or defect can reasonably be expected to occur in any other Aircraft. Buyer shall inform Seller of defect or Failure in sufficient detail to enable Seller to deem whether said Failure or defect is subject to the present Service Life Policy.

4.4.8 The return to Seller, if such return is deemed practicable by Seller of any listed Item subject to a Failure, shall be at [*****] expense. [*****] shall bear all return transportation costs to Buyer’s main base. Any required disassembly of the Aircraft or parts thereof, removal of the covered Item subject to a Failure and

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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reassembly, installation, inspection and test of the corrected or replaced Item shall be at Buyer’s expense. If such disassembly, reassembly, installation, inspection and test, is accomplished by Seller at Buyer’s request, the rates to be charged by Seller for any such services shall not exceed the rates charged to other commercial airline customers of Seller during substantially the same time period.

4.4.9 Any listed Item subject to a Failure and returned to Seller shall be under Seller’s responsibility from the time it has been received at Seller’s designated premises for repair until the time it has been returned at Buyer’s main base. During such period of time, Buyer shall no bear any liability as regard the risk of loss or damage relating to any such Item.

4.4.10 Should Seller issue a modification in order to avoid a structural Failure and should Seller elect to deliver the necessary modification kit free of charge to Buyer, then the validity of this commitment under Clause 4 hereof shall be subject to Buyer incorporating in the Aircraft, within a reasonable time to be mutually agreed between Buyer and Seller, such modification as promulgated by Seller and in accordance with Seller’s instruction.

4.4.11 This Service Life Policy is neither a warranty, performance guarantee nor an agreement to modify the Aircraft, or airframe components to conform to new developments hereafter occurring in the state of airframe design and manufacturing art. Seller’s obligation herein is to make only those corrections to the Airframe components or furnish replacement therefore as provided in this Clause 4.

4.4.12 Buyer’s rights under this Clause 4 shall not be assigned, sold, leased, transferred or otherwise alienated by operation of law or otherwise, to other operators except as provided for in Clause 26 (Assignment of Contract) hereof, and without prior Seller’s consent thereto given in writing.

Any unauthorised assignment, sale, lease, transfer or other alienation of Buyer’s rights under this Service Life Policy shall immediately void this Service Life Policy in its entirety.

5 GENERAL CONDITIONS APPLICABLE TO APPENDIX E

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND/OR ITS SUPPLIERS AND REMEDIES OF BUYER SET FORTH IN THIS APPENDIX E ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO:

(A) ANY WARRANTY AGAINST HIDDEN OR LATENT DEFECTS (GARANTIE DES VICES CACHES)

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(B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER ARISING IN CONTRACT OR IN TORT AND WHETHER OR NOT ARISING FROM SELLER’S AND / OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND

(E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT.

NEITHER SELLER NOR ITS SUPPLIERS SHALL HAVE ANY OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIABILITY TO THIRD PARTY INCURRED BY BUYER

FOR THE AVOIDANCE OF DOUBT, SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES CLAUSED BY THE GROUNDING OF THE AIRCRAFT DUE TO A DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT, AND/OR FOR ANY EXPENSES INCURRED BY BUYER IN OBTAINING ANY SUBSTITUTE AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA

NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS CLAUSE 5 OF APPENDIX E, NOTHING CONTAINED IN SUCH PROVISION SHALL AFFORD TO SELLER ANY WIDER EXCLUSION OF ANY LIABILITY OF SELLER THAN SELLER MAY EFFECTIVELY EXCLUDE HAVING REGARD TO THE PROVISIONS OF ANY APPLICABLE LAW.

IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS APPENDIX E SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSES OF THIS CLAUSE 5, “SELLER” SHALL INCLUDE SELLER, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

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EXHIBIT A TO

APPENDIX E - CLAUSE 4

LIST OF PRIMARY STRUCTURE PARTS

The Items covered by the Service Life Policy pursuant to Clause 4 of this Appendix E are those described hereunder. Bearing assemblies, bolts, bushings, inspection and access doors are excluded from this Service Life Policy.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

Seller has contracted with MESSIER HISPANO BUGATTI a Service Life Policy transferable to Buyer, covering the Landing Gears items as listed above

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX F

TECHNICAL PUBLICATIONS

1 GENERAL

1.1 Specification

The technical publications (the “Technical Publications”), where practicable, shall be provided in general accordance with Air Transport Association of America (ATA) Specification No. 100.

Seller acknowledges Buyer’s desire to have Technical Publications issued in SGML or XML format. Such Technical Publications formats are not available today, but should these formats become available, Buyer shall have access to Technical Publications in those formats at [*****] compared to the existing formats.

1.2 Delivery

The Technical Publications and corresponding revisions will be sent to one address only defined by Buyer in the contractually agreed quantities as specified in Clause 3 of this Appendix F and the agreed frequencies. Packing and shipment will be ex-works (Incoterms 2000) Toulouse.

All present or future tax, levy, impost, duty, fees, assessments or other charge of whatever nature and however arising (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) including but not limited to custom, import and/or export duties shall be paid by Buyer to the relevant authorities in respect of any item delivered ex-works by Seller.

Seller shall never be liable to pay any of the above future tax, levy, impost, duty, fees, assessments or other charge of whatever nature in respect of any item delivered ex-works by Seller.

If any item delivered ex-works by Seller is stopped by any custom authority for whatever reasons, Seller shall have obligation to take any step to obtain such custom clearance.

1.3 Language

The Technical Publications will be supplied in the English language using the aeronautical terminology in common use.

1.4 Technical Level of Publications

The level of Publications at delivery of any Aircraft will correspond to the configuration level of any such Aircraft as defined [*****] before such delivery. The Aircraft configuration level at delivery will be introduced into the Technical Publications at the first revision following the delivery.

Significant modifications applied to any Aircraft when delivered and not dealt with in the Technical Documentation shall be covered in advance copies or temporary revisions.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.5 Revision Service

Technical publications will be revised [*****] and such a revision service will be provided at [*****] until [*****] after the delivery of the last Aircraft hereunder. Revision services thereafter will be subject to a separate agreement between Seller and Buyer.

For the 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 the [*****] revision service period set forth in the above paragraph.

Unscheduled revisions (or equivalent information) to incorporate changes involving safety of operations or safety of maintenance, shall be provided, [*****], for as long as Buyer operates the Aircraft through Technical Publications (including operational documentation) temporary revisions or through regular yearly revisions.

1.6 Buyer Furnished Equipment

Information related to Buyer Furnished Equipment will be included [*****] in the Technical Publications to the extent necessary for the comprehension of the corresponding system(s). Buyer shall supply Buyer Furnished Equipment publications between six (6) and twelve (12) months before scheduled delivery of the Technical Publications.

1.7 Service Bulletins

In accordance with Clause 1.5 of this Appendix F, service bulletins information will be incorporated into the Technical Publications (Aircraft Maintenance Manual, Aircraft Wiring Manual and Illustrated Parts Catalogue) after written notice of Buyer’s intention to embody the Service Bulletin on its fleet. In this case, both information “Before SB” and “After SB” will appear in the manuals concerned.

1.8 On-line access

On line web access to the envelope ATR 72-600 documentation will be provided to a Buyer’s users through the “ATR Doc” portal for as many users as Buyer may reasonably request.

1.9 Effectiveness

1.9.1 The following manuals will be customised:

• Aircraft Maintenance Manual

• Description and Operation Manual

• Trouble Shooting Manual

• Job Instruction Cards

• Illustrated Parts Catalogue

• Wiring Diagram Manual

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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• Aircraft Wiring Manual

• Aircraft Schematic Manual

• Aircraft Wiring Lists

• Operational Manual

• Airplane Flight Manual

• Flight Crew Operating Manual

• Check List

• Weight and Balance Manual

• List of Applicable Publications

1.9.2 Other Manuals will cover all ATR 72-600Aircraft. Effectivities (as applicable) will be defined by Manufacturer Serial Number.

1.10 Airworthiness Authorities

ANAC representatives may have free access to ATR website dedicated to technical documentation (URL: http://www.atrdoc.com), in order to get an on-line access to all ATR technical publication referring to their operators.

1.11 Additional Requirements

If Buyer requires additional copies or other reproductions, or preparation in different form or revisions of any of the data specified in this Clause 1, Seller shall supply requirements to Buyer under purchase orders received from Buyer by Seller. Seller prices for such copies or other reproductions shall be reasonable.

1.12 Proprietary Rights

All data given to Buyer is for the sole use of Buyer, or its approved repair agencies, which undertake the responsibility not to divulge the content of said documents.

2 MANUALS

2.1 Maintenance and associated Manuals

2.1.1 Aircraft Maintenance Manual

This manual will be in general accordance with ATA 100 Specification with texts and illustrations that will be separated. This manual has been split into three separate Manuals:

• Description and Operation Manual

• Trouble Shooting Manual

• Job Instruction Cards

Engine line maintenance data furnished by the engine manufacturer shall be given in documents separated from this manual.

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2.1.2 Illustrated Parts Catalogue

This manual identifies and illustrates replaceable Aircraft parts and assemblies, and will be in general accordance with ATA 100 specification.

2.1.3 Wiring Diagram Manual

This manual describes all the wiring of the Aircraft and will be in general accordance with ATA 100 Specification. The Wiring Diagram Manual has been split into three separate Manuals:

• Aircraft Wiring Manual

• Aircraft Schematic Manual

• Aircraft Wiring Lists

2.1.4 Structural Repair Manual

This manual contains descriptive information for identification and repair of the Aircraft primary and secondary structure. This Manual will be in general accordance with ATA 100 Specification.

2.1.5 Non Destructive Testing Manual

This manual contains descriptive data and specific instructions concerning structural non destructive tests. This Manual will be in general accordance with ATA 100 Specification.

2.1.6 Illustrated Tools and Equipment Manual

This manual provides technical data sheets for all specific tool and equipment required for the maintenance and repair of the Aircraft. Standard tools and airport service equipment are not covered in this Manual that will be in general accordance with ATA 100 Specification.

2.1.7 Maintenance Planning Document and Maintenance Review Board Document

These documents will provide periodic maintenance requirements data necessary to plan and conduct the Aircraft maintenance checks and inspections. In addition, all the Airworthiness limitations will be grouped in one approved section.

2.1.8 Structural Repair Kits Manual (SRKM)

The SRKM is intended for use in identifying and provisioning parts required for aircraft repair in the event of damages caused by service vehicles, resulting from a crash. The SRKM covers all structure parts of defined zones and provides the kit list of parts.

2.1.9 Corrosion Prevention - Corrosion Inspection - Corrosion Findings (DPCICF)

This document is intended to provide with general information on corrosion in order to assist customers in easily finding out the relevant data necessary to develop and implement their maintenance program for corrosion and to take appropriate preventive and curative actions when necessary.

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2.2 Operational Manuals

2.2.1 Airplane Flight Manual

The Airplane Flight Manual is related to a specific airplane, whose model is specified on the heading page of the manual. It is approved by the Airworthiness Authorities.

2.2.2 Flight Crew Operating Manual

The Flight Crew Operating Manual only contains pages applicable to the Aircraft of the specific customer’s fleet. It gives the Aircraft technical, procedural and performance characteristics.

2.2.3 Check List

This manual provides in a condensed form the normal, abnormal and emergency procedures detailed in the Flight Crew Operating Manual.

2.2.4 Weight and Balance Manual

This manual specific to each Aircraft enables the operator to determine the centre of gravity in relation with the loading of the Aircraft. This manual will be in general accordance with ATA 100 Specification.

2.2.5 Master Minimum Equipment List

This list defines the components and the related conditions under which, when the components are defective, the Aircraft may be cleared for flight in accordance with Seller’s Airworthiness Authorities and EASA regulations.

2.2.6 Airport Planning

This manual prepared and issued according to Specification NAS 3601 indicates Aircraft characteristics data required for general airport planning information.

2.2.7 Crash Crew Chart

This chart provides the information required for Aircraft evacuation in the event of a crash.

2.3 Component Manuals

2.3.1 Overhaul Manuals/or Component Maintenance Manuals/Manufacturer

These manuals contain instructions concerning the overhaul and/or repair of components, together with the procedures for restoring such components to fully serviceable condition. These manuals will be in general accordance with ATA 100 Specification.

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2.4 Miscellaneous Documentation

2.4.1 Service Bulletins

This document will be in general accordance with ATA 100 Specification. Service Bulletins will be delivered as soon as practicable and will cover Seller’s designated changes on the Aircraft that affect any Aircraft delivered hereunder. A Service Bulletin Index will be supplied regularly.

2.4.2 List of Applicable Publications

This list is a record of the various Technical Publications with the date of the last valid revision.

2.5 Airworthiness Directives Information

Seller shall inform Buyer of any Airworthiness Directive possibly affecting the Aircraft as might be issued by any relevant Aviation Authority.

3 LIST OF MANUALS

The list of manuals to be supplied by Seller to Buyer is set forth in the tables hereafter.

3.1.1 Maintenance documentation

DESCRIPTION	[*****]
DVD-ROM PACKAGE: AMM (JIC+DO+TSM)
+ IPC + WDM (ASM+AWL+AWM)	[*****]
AIRCRAFT MAINTENANCE MANUALS
AMM/Job Instruction Cards	[*****]
AMM/Description Operation Manual	[*****]
AMM/Trouble Shooting Manual	[*****]
ILLUSTRATED PARTS CATALOG	[*****]
IPC ROW DATA (Text Editable)	[*****]
WIRING DIAGRAM MANUALS
WDM/Aircraft Wiring Manual	[*****]
WDM/Aircraft Schematic Manual	[*****]
WDM/Aircraft Wiring Lists	[*****]

⁽¹⁾  Available in DVD Rom Format - includes ATR@Nav – ATR@Nav is subject to the signature of a specific licence agreement for exclusive use of ATR@Nav loading “Adobe Acrobat n@vigator”

⁽²⁾  Available in CD Rom Format – All files in Adobe Acrobat pdf format

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.1.2 Operational documentation

DESCRIPTION	[*****]
PACK OPS CD ROM: (AFM / FCOM / CL & QRH / WBM / MMEL)	[*****]
SET COCKPIT including AFM/FCOM/CL/WBM/MMEL	[*****]
AIRCRAFT FLIGHT MANUAL	[*****]
FLIGHT CREW OPERATING MANUAL	[*****]
CHECK LIST	[*****]
WEIGHT AND BALANCE MANUAL	[*****]
MASTER MINIMUM EQUIPMENT LIST	[*****]

⁽¹⁾ Available in CD Rom Format- All files in Adobe Acrobat pdf format

MSN N°	TBD
Airline IATA Code & Designation	AD
Language	English
Authorities	DGAC
Weight Standard Unit (Kg & lb)	Kg

3.1.3 Various documentation

DESCRIPTION	[*****]
SERVICE BULLETINS PACK: (SB + CI + TI + SL)	[*****]
STRUCTURAL PACK (SRM+SRKM+NDTM+CPCICF)
STRUCTURAL REPAIR MANUALS	[*****]
STRUCTURAL REPAIR KIT MANUALS	[*****]
CORROSION PREV. / INSP. / FINDING	[*****]
NON-DESTRUCTIVE TESTING MANUAL	[*****]
PLANNING PACK (MPD + MRB)
MAINTENANCE PLANNING MANUALS	[*****]
MAINTENANCE REVIEW BOARD MANUAL	[*****]
MPD SPREADSHEET	[*****]
AMASIS Compatible - Excel 2000/2003 version
MISCELLANEOUS MANUALS (CLM+QEC+ITEM+AP+CMM/M)
COMPONENT LOCATION MANUAL	[*****]
QUICK ENGINE CHANGE BUILD-UP-GUIDE	[*****]
ILLUSTRATED TOOL AND EQUIPMENT MANUAL	[*****]
AIRPORT PLANNING MANUAL	[*****]
COMPONENT MAINTENANCE MANUAL / MANUFACTURER	[*****]
CRASH CREW CHART	[*****]
LIST OF APPLICABLE PUBLICATIONS	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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DESCRIPTION	TYPE C=Customized A=All Version	Paper Copies	Internet ATR|Doc	CD or DVD ROM copies (pdf)
CONTRACTUALS MANUALS (VD+VWM+VPSA)
VENDOR DIRECTORY	[*****]	[*****]	[*****]	[*****]
VENDOR WARRANTY MANUAL	[*****]	[*****]	[*****]	[*****]
VENDOR PRODUCT SUPPORT AGREEMT	[*****]	[*****]	[*****]	[*****]

⁽¹⁾  Available in DVD Rom Format - All files in Adobe Acrobat pdf format

⁽²⁾  Available in CD Rom Format – All files in Adobe Acrobat pdf format

4 ACCESS TO MANUFACTURER’S DRAWINGS

4.1 Upon Buyer’s request stating the purpose of such request, Seller shall supply to Buyer on a [*****] basis any Aircraft drawing required for the troubleshooting and repair of the Aircraft (excluding however the manufacture of parts by Buyer) with its associated translation into English if applicable, subject to prior Seller’s shareholders consent. Seller shall endeavour its commercially reasonable efforts efforts to obtain this consent prior to the delivery of the first Aircraft on a once-for-all and not on a case-by-case basis and Seller’s shareholder’s consent may be provided in the form of a confidentiality agreement between Seller, Seller’s shareholders and Buyer.

4.2 Seller shall supply such drawings either by facsimile or in digital format by electronic mail, as may be appropriate, within [*****] hours, unless the issuance or the translation of those drawings require the verification by Seller’s design office, in which event such drawings shall be supplied not later than [*****] following Buyer’s request. Seller shall however endeavour its best efforts to supply such drawings within [*****] hours in case of AOG.

4.3 The use of such drawings by Buyer shall be on a confidential basis and limited to Buyer’s exclusive use in the troubleshooting and repair of the Aircraft (excluding however the manufacture of parts by Buyer) and to the period of time that the Aircraft are remaining in operation with Buyer. So long as Buyer shall not infringe upon Seller’s intellectual proprietary rights, Buyer shall not be bound to pay any royalties or fees for the use of such drawings. 4.4 All drawings supplied hereunder shall be furnished in strict confidentiality and Buyer shall commit to not disclose either externally or internally nor to copy any of such drawings without Seller’s prior written consent.

4.5 Seller acknowledges Buyer’s desire to have Aircraft drawings issued in electronic format. Such Aircraft drawings formats are not available today, but should these formats become available, Buyer shall have access to Aircraft drawings in electronic format [*****] and under the same conditions prevailing in this Clause 4.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4.6 These provisions do not grant any warranty, express or implied, with respect to the quality, validity, or usefulness of such drawings. Seller, Seller’s shareholders, Seller’s suppliers and/or Seller’s shareholders’ suppliers shall not be liable for damages of any kind as a result of Buyer reliance on or use for the purposes stated herein of such drawings provided hereunder.

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APPENDIX G

ENGINEERING ASSISTANCE

1 TECHNICAL DESK ASSISTANCE

Seller shall provide Buyer with 24 hours per day, seven days a week, all year, inclusive of holiday periods, technical desk assistance on a [*****].

2 NO TECHNICAL OBJECTION & LIKE ADVICE

Supply of Non Technical Objections (“NTO”) and like advice shall be provided to Buyer on a [*****] for routine requests for up-to [*****] of engineering work.

For NTO and like advice requiring more than [*****] of engineering work, such engineering work will be charged to Buyer on the basis of conditions described in Clause 3 of this Appendix G.

Upon Buyer’s request, Airworthiness Authority approval shall be provided on a [*****] basis for all ATR provided interim and/or permanent dispositions

3 REPAIR DRAWING PRICE POLICY

3.1 Introduction

The structures engineering group provides 24 hours per day, seven days a week, all year, inclusive of holiday periods on-call service to assist the operators to solve problems in terms of:

• Aircraft damage assessment

• Providing responses to structural technical queries

• Assisting in the use of the aircraft structural documentation

• Providing repair solutions by means of repair instruction, sketch or drawing.

Buyer will be charged for all repair solutions to rectify structural dents, punctures, scratches, lightning strike damage, hail damage, corrosion, etc. except for those covered by the Aircraft Service Life Policy.

Once the classification of the requested repair solution and related lead-time have been requested by Buyer and agreed by Seller, Seller will make all efforts to meet the lead-time or the repair solution charges will be waived.

Seller shall continue to produce generic repairs and to update the Structural Repair Manual (SRM) with the objective to provide the operators as much autonomy as possible.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.2 Terms of Reference

The lead-time shall start from the receipt of a comprehensive damage report, and of the purchase order when applicable. It shall end when the repair solution has been made available to Buyer. When appropriate, a temporary repair solution shall be supplied.

The process shall include (as applicable) repair instruction, sketch or drawing and structural engineering support. When required the Airworthiness Authorities approval will be provided at a later time.

The level of priority associated to each type of repair solution shall be as follows, where working hours refer to Seller headquarters working hours:

Category		Definition	[*****]	[*****]
A	AOG	Customer’s request is required on an AOG basis, and lead-time for structural instruction completion is of 8 hours maximum.	[*****]	[*****]
B		Customer’s request is required on an AOG basis, but lead-time for structural instruction completion is over 8 hours.	[*****]	[*****]
C	Routine	Structural instruction is not required on an AOG basis, and requires less than 8 MH of engineering work.	[*****]	[*****]
D		Structural instruction is not required on an AOG basis, and requires more than 8 MH of engineering work.	[*****]	[*****]

According to the above classification tables, the following rates will apply:

Category	Charging rate – 2010 Economic Conditions
A	[*****]
B	[*****]
C	[*****]
D	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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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 [*****]

3.3 Limitations

If a repair instruction proves to be included in ATR technical publications as available to Buyer (including through on-line access), and thus Buyer’s request proves to be the result of inadequate use of such available ATR technical documentations, the charging rate for such repair instruction will be [*****] from the first hour spent by Seller engineering team. Seller shall however, during [*****] years following delivery of the first Used Aircraft, waive Buyer’s payment obligation for the [*****] engineering hours spend by Seller with respect any repair instruction, as requested by Buyer, that has proved to be included in ATR technical publications.

If Seller has reasonable grounds to believe that any request made by Buyer on an AOG basis could have been made on a routine basis, Seller shall be entitled to request to Buyer reasonable proof of the necessity to make such request on an AOG basis. Should Buyer fail to provide such proof in a form and substance reasonably satisfactory to Seller, then the charging rate for any such request unduly placed on AOG basis will be [*****] from the first hour spent by Seller engineering team.

4 PROCEDURE

During normal working hours, Buyer will have to directly contact Seller usual technical correspondent by phone. Outside normal working hours, Buyer will have to directly contact Seller Technical Desk by phone.

Any request shall be made official by faxing to Seller the description of the damage as set out on a specific repair solution request form.

Within the reaction time defined above, Seller shall have to acknowledge receipt of the request, ask for further information if necessary and propose temporary solution when applicable. Upon receipt of a comprehensive damage report, Seller shall fax the authorization for repair form completed, for Buyer agreement.

For chargeable repair solution, the clock guarantee lead-time will begin upon receipt of an official request from Buyer’s engineering team and a comprehensive damage report as confirmed by Seller. Buyer will follow-up with a purchase order within [*****] of the official engineering request.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX H

START-UP TEAM

1 FERRY FLIGHT & LINE TRAINING ASSISTANCE

1.1 At the delivery of the first Used Aircraft, Seller shall second to Buyer [*****] of its instructor pilots in order to perform the ferry flight of the first Used Aircraft and line training for a duration of [*****] per Firm Aircraft, that is for [*****] in total for the [*****] Firm Aircraft ordered hereunder.

Line training provides the opportunity for a flight crew to carry into practice the procedures and techniques learned during the ground and flying training sessions of a transition course. This is accomplished under the supervision of a crew member specifically nominated and trained for the task.

1.2 Ferry flight and line training assistance shall be limited to [*****] in total, notwithstanding any Option Aircraft or Additional Aircraft exercise pursuant to Appendices N (Option Aircraft) and O (Additional Aircraft) hereof.

However, on top of [*****] assistance referred to above, Seller shall also second to Buyer [*****] of its instructor pilots in order to perform the ferry flight of [*****] (either Used Aircraft or Aircraft). Buyer shall inform Seller with reasonable advance notice of its requirement for any ferry flight assistance.

1.3 At all times during the ferry flight and during line training, responsibility and liability for such flight and the operation of the Aircraft shall remain with Buyer and Buyer shall ensure that appropriate insurance cover, in a form reasonably satisfactory to Seller, is in place. The flight duty schedule of the flight crew member(s) must comply with the applicable French/European regulations

1.4 During ferry flight and line training, the cost of fuel, maintenance, landing and navigation fees shall [*****]

2 PILOTS START-UP TEAM

Seller shall provide to Buyer [*****] a start-up team of pilots according to the terms of this Clause 2, being understood that any such pilots will be supplied by Seller through third party service providers.

The pilots shall be qualified and experienced ATR 72-200 captains that will fly Buyer’s Used Aircraft during revenue service and that will be made available to Buyer at Buyer’s main base or at any other Buyer’s base for [*****] per Firm Aircraft, that is for the [*****] Firm Aircraft ordered hereunder in the quantities and during the period set out below:

(i) [*****] each following delivery of the first Used Aircraft to Buyer; and

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(ii) Thereafter, [*****] each (following the period mentioned in Clause 2 (i) above); and

(iii) Thereafter, [*****] each (following the period mentioned in Clause 2 (ii) above).

Start-up team pilot assistance shall be limited to [*****] in total notwithstanding any Option Aircraft or Additional Aircraft exercise pursuant to Appendices N (Option Aircraft) and O (Additional Aircraft) hereof.

3 AIRCRAFT MAINTENANCE START-UP TEAM

Seller shall provide to Buyer [*****] a start-up team of aircraft maintenance engineers according to the terms of this Clause 3, being understood that any such maintenance engineers will be supplied by Seller through third party service providers.

This team of qualified airframe / powerplant and / or avionics / electrics experienced on the ATR72 will ensure smooth introduction and operation of the ATR 72 aircraft into Buyer’s fleet and will be made available to Buyer at Buyer’s main base or at any other Buyer’s base in the quantities and during the period set out below:

(i) [*****] each following delivery of the first Used Aircraft to Buyer; and

(ii) Thereafter, [*****] after delivery of the last Firm Aircraft hereunder.

Start-up team maintenance engineers assistance shall be limited to [*****] notwithstanding any Option Aircraft or Additional Aircraft exercise Appendices N (Option Aircraft) and O (Additional Aircraft) hereof.

The maintenance engineer start-up team will provide assistance and additional training / on the job support to Buyer’s maintenance personnel. Maintenance activities could include:

(i) Completion of schedule and unscheduled maintenance on the Aircraft in accordance with applicable Buyer’s approved maintenance program;

(ii) Assistance in maintenance planning and logistics, working closely with Buyer’s personnel to provide them experience and skills to acquire rapidly necessary autonomy in different areas of aircraft maintenance, particularly for line activities and type “A” airframe visits.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4 ADDITIONAL START-UP ASSISTANCE

4.1 Additional Start-Up Assistance

Seller shall also provide to Buyer [*****] the following start-up assistance:

(i) Secondment at Buyer’s main base of an operations engineer for [*****] in total, with the objective of assisting Buyer in building performance charts and other performance related procedures;

(ii) Secondment at Buyer’s main base of an maintenance program engineer for [*****] in total, with the objective of assisting Buyer in building its maintenance program for either (or both) the Used Aircraft or the ATR 72-600 Aircraft; and

(iii) Secondment at Buyer’s main base of a spare engineer for [*****] in total, with the objective of assisting Buyer in placing spares purchase orders and other related procedures.

The timing on which Seller shall provide such assistance shall be further agreed by the parties, being understood that (a) each of the above assistance periods may be split in two or more periods provided that the cumulated total of the assistance does not exceed the above mentioned [*****] total period, and (b) the above assistance may be available to Buyer starting from the delivery of the first Used Aircraft, should Buyer so request.

4.2 Vendors Field Service Assistance

Starting from receipt by Buyer of the first Aircraft, Seller shall arrange to procure routine visits and during the first Hot Section Inspection (HSI) by competent representatives of the Engine manufacturer.

When necessary, routine visits will also be arranged for representatives of major vendors.

5 START-UP PACKAGE ADJUSTMENT

5.1 The composition of the start-up team shall be subject to further joint detailed review and discussion between Seller and Buyer’s personnel.

5.2 Should Buyer elect to remove any service from the start-up package set forth in this Appendix H, then Seller [*****] according to the rates set forth in Exhibit A to this Appendix H.

The [*****] shall be available to Buyer for the [*****]

5.3 Should Buyer elect for the [*****] it shall be available to Buyer upon each Aircraft delivery and for [*****]

6 INDEMNITY AND INSURANCE

BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, SELLER’S EMPLOYEES AND SUBCONTRACTORS AGAINST ALL LIABILITIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST SELLER AND ITS EMPLOYEES OR SUBCONTRACTORS BY REASON OF INJURY TO OR DEATH OF BUYER’S

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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PERSONNEL ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CLAUSE, EXCEPT TO THE EXTENT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER AND BUYER’S EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST BUYER, ITS EMPLOYEES AND SUBCONTRACTORS BY REASON OF INJURY TO OR DEATH OF SELLER’S EMPLOYEES ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CLAUSE EXCEPT TO THE EXTENT OF BUYER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR DAMAGES, FOR DEATH OR INJURY, THE PARTY AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT, SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY AND THE LATTER SHALL HAVE THE RIGHT TO SUPERVISE AND CONDUCT THE DEFENCE THEREOF, OR TO EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

BUYER SHALL BE SOLELY LIABLE FOR, AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER, ITS OFFICERS, AGENTS, EMPLOYEES AND SUBCONTRACTORS FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND DEATH OF PERSONS AND FOR LOSS OF OR DAMAGE TO PROPERTY, HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES UNDER THIS APPENDIX, EXCEPT WHERE IT ARISES FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS AND SUBCONTRACTORS. IN PROVIDING SUCH SERVICES, SELLER’S EMPLOYEES AND SUBCONTRACTORS ARE DEEMED TO BE ACTING IN AN ADVISORY CAPACITY ONLY AND SOLELY WHERE ANY LIABILITY IS INVOLVED, SHALL THEY BE DEEMED TO ACT AS BUYER’S EMPLOYEES OR AGENTS EITHER DIRECTLY OR INDIRECTLY.

FOR THE FERRY FLIGHT, LINE TRAINING AND PILOT ASSISTANCE SET OUT IN CLAUSE 1 AND 2 OF THIS APPENDIX H, BUYER SHALL (1) INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSES AGAINST SELLER AND ITS SUBCONTRACTORS IN RESPECT OF HULL ALL RISKS INSURANCE POLICY AND (2) NAME SELLER AND ITS SUBCONTRACTORS AS ADDITIONAL INSURED IN RESPECT OF THIRD PARTIES AND/OR PASSENGERS AND/OR FREIGHT LIABILITY RISKS.

BUYER SHALL DELIVER TO SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE COVERAGE REQUIRED BY THIS CLAUSE.

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EXHIBIT A TO

APPENDIX H - CLAUSE 5

START-UP TEAM CONVERSION RATES

Start-Up Team	Contract Section	Minimum Quantity to be Supplied	Start-Up Conversion Credit / Unit
Pilot Training Assistance
Ferry Flight & Line Training Assistance
ATR Instructors Lease	Appendix H - 1	[*****]	[*****]
ATR Instructors Accomodation	Appendix H - 1	[*****]	[*****]
ATR Instructors One Way Tickets	Appendix H - 1	[*****]	[*****]
Pilot Start-Up Team
Flying Captain Assistance	Appendix H - 2	[*****]	[*****]
Flying Captain Accomodation	Appendix H - 2	[*****]	[*****]
Flying Captain Return Tickets	Appendix H - 2	[*****]	[*****]
Maintenance Training Assistance
Mechanics Start-Up Team
Maintenance Engineer Assistance	Appendix H - 3	[*****]	[*****]
Maintrenance Engineers Accomodation	Appendix H - 3	[*****]	[*****]
Maintenance Engineer Return Tickets	Appendix H - 3	[*****]	[*****]
Other Assistance
Operations Engineer Assistance
Operations Engineer Assistance	Appendix H - 4.1 (i)	[*****]	[*****]
Operations Engineer Accomodation	Appendix H - 4.1 (i)	[*****]	[*****]
Operations Engineer Return Tickets	Appendix H - 4.1 (i)	[*****]	[*****]
Maintenance Program Engineer Assistance
Maintenance Program Engineer Assistance	Appendix H - 4.1 (ii)	[*****]	[*****]
Maintenance Program Engineer Accomodation	Appendix H - 4.1 (ii)	[*****]	[*****]
Maintenance Program Engineer Return Tickets	Appendix H - 4.1 (ii)	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX I

FIELD SERVICE

1 Seller shall provide [*****] to Buyer the assistance of [*****] per Aircraft.

This CSR will be available at Buyer’s main base as from the delivery of the first (1^st) Used Aircraft and, based on the proposed Delivery Schedule and based an order of [*****] Firm Aircraft, will stay at Buyer’s main base until [*****] months after delivery of the last Aircraft hereunder. For the avoidance of doubt, any Option Aircraft or Additional Aircraft (as applicable) exercise pursuant to Appendices N (Option Aircraft) and O (Additional Aircraft) hereof will generate an additional [*****] CSR assistance per exercised Option Aircraft or Additional Aircraft (as applicable).

2 The CSR will have a wide experience in all fields in order to provide their know-how in (i) organization, (ii) logistics, (iii) communication and (iv) trouble shooting. The CSR will focus on:

(i) Technical assistance (such as on job training for Buyer’s mechanics, usage of technical publications) but shall also be able to set-up all the communications with Seller product support and engineering directories.

(ii) Buyer’s mechanics assistance for the trouble shooting and line maintenance of the Aircraft.

3 Buyer shall cause transportation to be made available for the CSR mentioned in Clause 1 of this Appendix I, at no cost to Seller, for work-related travel that have been previously mutually agreed by the CSR and Buyer. However, Seller shall pay the round trip air transportation charges of such CSR (for duty travel) between Toulouse France and Buyer’s main base.

4 Seller shall bear all expenses in connection with transport, subsistence, insurance and salary of such CSR. Buyer shall furnish, at no cost to Seller, suitable office space and facilities (telephone, telefax, copying machine, printer and the like) and secretarial services for business purposes only in order to enable Seller’s representative to fulfill its task properly.

5 Seller shall have the right to withdraw its assigned personnel on short notice, if conditions arise which are dangerous to their safety or health, or which prevent them from fulfilling their contractual tasks.

6 Indemnity

BUYER SHALL BE SOLELY LIABLE FOR, AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND DEATH OF PERSONS AND FOR LOSS OF OR DAMAGE TO PROPERTY, HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES UNDER THIS APPENDIX, EXCEPT WHERE IT ARISES FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SELLER, ITS

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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OFFICERS, AGENTS OR CSR’S. IN PROVIDING SUCH SERVICES, SELLER’S EMPLOYEES ARE DEEMED TO BE ACTING IN AN ADVISORY CAPACITY ONLY AND SOLELY WHERE ANY LIABILITY IS INVOLVED, SHALL THEY BE DEEMED TO ACT AS BUYER’S EMPLOYEES OR AGENTS EITHER DIRECTLY OR INDIRECTLY.

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APPENDIX J

TRAINING

1 GENERAL

1.1 Seller shall provide, [*****], thorough training for Buyer’s personnel as set out in this Appendix J.

For the avoidance of doubt, any training service set forth in this Appendix J for which available quantities are expressed on a per Aircraft basis shall also be supplied to Buyer under such per Aircraft quantities for any exercised Option Aircraft or exercised Additional Aircraft (as the case may be) pursuant to Appendix N (Option Aircraft) or O (Additional Aircraft) hereof.

1.2 The training services set forth herein below will be conducted at Seller’s training school being ATC facilities in Toulouse (France) unless otherwise specified herein.

Seller’s training school must have JAR-FCL approved training certificate (FTO or TRTO in accordance with JAR-FCL 1.055) and all instructors must have JAR-FCL certificate. The flight examination instructor must be JAR-FCL authorized.

1.3 Crew and ground staff training relating to any Aircraft may be performed from [*****] prior to the Delivery of any such Aircraft until [*****] after delivery of the last Aircraft covered by this Contract.

1.4 The courses will be scheduled on mutually agreed plans to be discussed in a training conference (the “Training Conference”) to be held as soon as practicable after signature of this Contract and in all cases before the first course commences. The Training Conference shall detail and validate the training courses provided by Seller in Clause 3 below.

In addition Buyer shall be entitled to request to Seller to exchange courses set out in Clause 3 of this Appendix J by other training courses of equivalent value proposed by Seller’s Training School based upon the Seller’s Training School catalogue price in force at the time such exchange is requested.

1.5 For the purpose of this Appendix J, a “Conversion Training Course” means a training course for pilots, who have obtained a type certificate for a Transport Category aircraft prior to commencement of the course at the Seller’s Training School.

2 COURSE QUALIFICATION

2.1 Buyer warrants that the trainees which shall be enrolled for training pursuant to the provisions hereof shall be able to fully understand written and spoken English. The trainees participating in the Conversion Training Courses shall have the prerequisite Turboprop Transport Category experience in order to attend the Conversion Training Courses.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2.2 It is clearly understood and agreed that the courses provided by ATR Training Centre (“ATC”) to Buyer are Conversion Training Courses.

In the event that a trainee enrolled on a Conversion Training Course lacks the necessary entry-level preparation, the trainee shall, after consultation with Buyer, either be cycled through an appropriate entry level training program or be withdrawn from the program. All cost associated with such entry level training program together with those associated with the cancellation of the scheduled Conversion Training Course shall be borne [*****] upon the furnishing of appropriate invoices by ATC.

2.3 In fulfilment of its obligations to provide training courses hereunder, Seller’s training school shall deliver to trainees a certificate of satisfactory completion at the end of such courses. This certificate does not constitute satisfaction or qualification by any official civil aviation authority but may be presented to any such authority as confirmation of satisfactory completion of Seller’s training course.

2.4 Prior to the commencement of a course, Buyer shall provide Seller’s training school with an attendance list of the trainees to be enrolled for each course and the validated performance of each trainee and any further information that ATC may require. It is understood between Buyer and Seller that Seller’s standard courses are designed and approved to bring Turboprop Transport specialists to a professional knowledge of the ATR aircraft. Seller shall not be held liable for the unsatisfactory performance of any individual trainee for whatever reason.

3 TRAINING COURSES

3.1 Flight Crew Training

Flight Crew training services will include the following:

3.1.1 ATR Flight Crew Standard Course (Type Rating) for [*****] per Aircraft, that is for [*****] in total for the twenty (20) Firm Aircraft ordered hereunder.

This training program is a [*****] training course that shall consist of a standard course as follows:

(1) Ground training Instruction: [*****]

(2) Synthetic Flight Training / FFT: [*****]

(3) Synthetic Flight Training / FFS: [*****]

(4) 1 flight consisting of [*****] per pilot.

As prerequisites, each captain must hold a current Airlines Transport Pilot Licence and should be in a position to justify having flown at least [*****] (or equivalent) and [*****] in a turbo-prop aircraft. The co-pilot shall be required to hold a current commercial pilot’s license with instrument rating and multi-engine rating. Each pilot shall have crew co-ordination ability.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Each crewmember should have been qualified and served in the same capacity on another aircraft in the same group as the Aircraft (JAR 25/FAR 25 approved) within the last twelve months following the beginning of the training program. Trainees who do not meet such requirements must obtain a written approval from the Seller’s training centre manager.

The flight training phase shall be performed on Buyer’s own aircraft after delivery (or if not possible for practical reasons to have such flight training in Toulouse on Buyer’s Aircraft, Seller may decide by itself to use any other similar ATR aircraft available in France). Seller shall provide [*****], the services of flight instructors and the line maintenance which shall include servicing and pre-flight checks. Buyer shall at its own expense, provide spare parts, as required, shall bear the cost of fuel and landing fees and shall contract third party liability insurance coverage, in a form reasonably satisfactory to Seller.

It shall be responsibility of Buyer to obtain any authorisations and validations of flight instructors’ licenses as may be required by the aviation authority having jurisdiction over the Aircraft.

3.1.2 ATR Type Rating Instructor (“TRI”) training for [*****] in total for the [*****] Firm Aircraft ordered hereunder.

This TRI Training Course will be spread over [*****] and shall consist of an initial course as follows:

(1)	Phase 1 – Ground Course:	[*****]
(2)	Phase 2 – Simulator Instruction:	[*****]
(3)	Phase 3 – Airborne Instruction	[*****]
		[*****]

TRI Module 1 training may be performed at Buyer’s main base by an ATR instructor. In such a case, Buyer shall supply suitable classroom(s) and IT means and the ATR instructor’s travelling, living and any such similar expenses (in accordance with Seller’s prevailing travelling policy) shall be borne [*****].

Nb: Flight Instructors have to be approved by the local authority in order to become Check Pilots.

3.2 Cabin Attendant Training

Cabin Crew training services will include the following:

3.2.1 ATR Flight Attendant Instructor Training for [*****] Buyer’s flight attendant instructor per Aircraft, that is for [*****] flight attendant instructors in total for the [*****] Firm Aircraft ordered hereunder

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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The proposed Flight Attendant Instructor Training course is [*****] training course.

Cabin crew training may be performed at Buyer’s main base on Buyer’s Aircraft by an ATR instructor. In such a case, Buyer shall supply suitable classroom(s) and IT means and the ATR instructor’s travelling, living and any such similar expenses (in accordance with Seller’s prevailing travelling policy) shall be borne [*****].

3.3 Mechanics Training

Mechanics training services will include the following PART 147 training:

3.3.1 ATR Mechanics / Electrics T1 maintenance course (theoretical / module 1 / module 2) for [*****] Firm Aircraft ordered hereunder.

The proposed T1 modules – theoretical, 1 (simulator) and 2 (on job training) – maintenance courses are respectively [*****] training courses.

They are addressed to B1 category maintenance personnel who are required to issue certificates for release to service following line and base maintenance including aircraft structure, power plants, mechanical and electric systems and replacement of avionics LRU, requiring simple tests to prove their serviceability.

3.3.2 ATR Avionics T1 additional modules maintenance course (theoretical / module 1 / module 2) for [*****] Firm Aircraft ordered hereunder.

The proposed T1 additional modules – theoretical, 1 (simulator) and 2 (on job training) – maintenance courses are respectively [*****] training courses.

They are addressed to maintenance personnel who are wishing to get upgraded from category B1 to category B2 with an additional training covering the avionics systems at level III.

3.3.3 ATR T4 Base Maintenance Certifying Engineer course for [*****] Firm Aircraft ordered hereunder.

The proposed T4 course is a [*****] training courses based on CBT training.

It is addressed to maintenance supervisors who are required to issue certificates of release to service following line and base maintenance for the Aircraft.

T1 theoretical module, T1 additional theoretical module and T4 training may be performed at Buyer’s main base by an ATR instructor. In such a case, Buyer shall supply suitable classroom(s) and IT means and the ATR instructor’s travelling, living and any such similar expenses (in accordance with Seller’s prevailing travelling policy) shall be borne [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Mechanics training services will also include the following non PART 147 training:

3.3.4 ATR Engine Run-up maintenance course for [*****] Buyer’s mechanics per Aircraft, that is for [*****] mechanics in total for the [*****] Firm Aircraft ordered hereunder.

The proposed training course is a [*****] training course performed on simulator only.

As a prerequisite to enrolment on the courses outlined in this Clause 3.3, trainees must have a sound practical background in aircraft maintenance.

Seller shall be entitled to regroup in the same course, trainees from different Buyers.

For courses requesting a PART 147 approval, the trainees shall be in compliance with PART 147 prerequisites, which shall be provided, upon Buyer’s request, by ATC.

3.4 Ground Staff Training

Seller shall provide Buyer the following ground staff courses

3.4.1 System General Familiarization training (duration: [*****]) for up to [*****] of Buyer’s management members in total;

3.4.2 Performance & Flight Planning training (duration: [*****] for [*****] Buyer’s ground staff member per Aircraft, that is for [*****] ground staff members in total for the [*****] Firm Aircraft ordered hereunder;

3.4.3 Weight & Balance training (duration: [*****]) for [*****] Buyer’s ground staff member per Aircraft, that is for [*****] ground staff members in total for the [*****] Firm Aircraft ordered hereunder;

3.4.4 FOS training (duration: [*****]) for [*****] Buyer’s ground staff member per Aircraft, that is for [*****] ground staff members in total for the [*****] Firm Aircraft ordered hereunder.

Ground staff training may be performed at Buyer’s main base by an ATR instructor. In such a case, Buyer shall supply suitable classroom(s) and IT means and the ATR instructor’s travelling, living and any such similar expenses (in accordance with Seller’s prevailing travelling policy) shall be borne [*****].

4 SOFTWARE TOOLS & WEB TRAINING

4.1 ATR Course Software (“ACOS”) or successor software

Seller shall deliver to Buyer on a [*****] basis for use in Buyer’s own training program [*****] training center licence (allowing simultaneous connection of up to [*****]) of the ATR Course Software (ACOS) incorporating all modules (Pilot, Flight Attendant and Maintenance) in the ATR 72-600 version.

Seller shall also provide Buyer with the first annual revision service of such software.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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The ACOS software is a state-of-the-art program for Pilots, Mechanics and Flight Attendants. It benefits from the use of the latest PC technologies in terms of interactivity, video integration, sounds and ergonomics. However, Seller reserves the right to replace the ACOS software by any state of the art CBT software of similar or higher standard it may develop prior to the delivery of the Aircraft.

4.2 Web Training Software

Seller is currently developping a Web Based Trainer allowing as many users as selected by Buyer to use Computer Based Training through internet. The use of such Web Based Trainer could perfectly supplement the ACOS (or its successor) software to be furnished hereunder for installation on Buyer’s training academy server.

The usage of the above Web Based Trainer shall be granted to Buyer [*****]

4.3 Flight Operation Software (“FOS”)

Seller shall provide Buyer [*****] FOS modules 1 (Take-off & Landing Charts), 2 (In Flight Performance) and 4 (En Route Net Flight Path) for the ATR 72-600 version.

The above FOS license may be installed on [*****] for the exclusive use of Buyer’s personnel.

5 TRAINING PACKAGE ADJUSTMENT

5.1 The training package set forth in Clause 3 of this Appendix J may be adjusted within the limit of the total amount to reflect actual requirements of Buyer.

5.2 Should Buyer elect to remove any service from the training package set forth in Clause 3 of this Appendix J, then Seller shall [*****] to the rates set forth in Exhibit A to this Appendix J, and provided that a minimum training package is supplied by Seller to Buyer, as detailed in Exhibit A to this Appendix J.

The [*****] shall be available to Buyer for [*****]

5.3 Should Buyer elect for the [*****], it shall be available to Buyer upon each Aircraft delivery and [*****] for each such individual Aircraft.

6 INDEMNITY AND INSURANCE

BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER AND SELLER’S EMPLOYEES AGAINST ALL LIABILITIES, DAMAGES, LOSSES AND JUDGEMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST SELLER AND ITS EMPLOYEES BY REASON OF INJURY TO OR DEATH OF BUYER’S PERSONNEL ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CLAUSE, EXCEPT TO THE EXTENT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER AND BUYER’S EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES AND JUDGMENTS, COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES RELATIVE THERETO WHICH MAY BE ASSERTED, ASSESSED OR ACCRUED AGAINST BUYER AND ITS EMPLOYEES BY REASON OF INJURY TO OR DEATH OF SELLER’S EMPLOYEES ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CLAUSE EXCEPT TO THE EXTENT OF BUYER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR DAMAGES, FOR DEATH OR INJURY, THE PARTY AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT, SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY AND THE LATTER SHALL HAVE THE RIGHT TO SUPERVISE AND CONDUCT THE DEFENCE THEREOF, OR TO EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

BUYER SHALL BE SOLELY LIABLE FOR AND HEREBY INDEMNIFIES AND HOLDS HARMLESS SELLER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE TO PROPERTY HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SUCH TESTS, CHECK OUT AND CONTROLS UNDER THIS CLAUSE ARISING AFTER DELIVERY OF THE AIRCRAFT, EXCEPT WHERE IT ARISES FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS AND SUBCONTRACTORS. IN PERFORMING SUCH TESTS, CHECK OUTS AND CONTROLS.

FOR THE FLIGHT TRAINING PERIOD AS DESCRIBED IN SUB-CLAUSES 3 OF THIS APPENDIX J, BUYER SHALL (1) INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSES AGAINST SELLER AND ITS SUBCONTRACTORS IN RESPECT OF HULL ALL RISKS INSURANCE POLICY AND (2) NAME SELLER AND ITS SUBCONTRACTORS AS ADDITIONAL INSURED IN RESPECT OF THIRD PARTIES AND/OR PASSENGERS AND/OR FREIGHT LIABILITY RISKS.

BUYER SHALL DELIVER TO SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE COVERAGE REQUIRED BY THIS CLAUSE.

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EXHIBIT A TO

APPENDIX J - CLAUSE 5

START-UP TEAM CONVERSION RATES

Training Package	Contract Section	Minimum Quantity to be Supplied	Training Conversion Credit / Unit
Flight Crew Training
ATR 72-600 Transition Training (5 weeks)	Appendix J - 3.1.1	[*****]	[*****]
ATR 72-600 Type Rating Instructor Course	Appendix J - 3.1.2	[*****]	[*****]
ATR 72-600 Aircraft Renting (TRI Course)	Appendix J - 3.1.2	[*****]	[*****]
Cabin Crew Training
Cabin Attendant Instructor Training	Appendix J - 3.2.1	[*****]	[*****]
Mechanics Training
T1 Avionics / Electrics Training	Appendix J - 3.3.1	[*****]	[*****]
T1 Difference Training	Appendix J - 3.3.2	[*****]	[*****]
Base Maintenance Certifying Training	Appendix J - 3.3.3	[*****]	[*****]
Engine Run-up Training	Appendix J - 3.3.4	[*****]	[*****]
Ground Staff Training
General Familiarization Course	Appendix J - 3.4.1	[*****]	[*****]
Performance & Flight Planning Training	Appendix J - 3.4.2	[*****]	[*****]
Weight & Balance Training	Appendix J - 3.4.3	[*****]	[*****]
FOS Training	Appendix J - 3.4.4	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX K

PAYMENT INSTRUCTIONS

All payments due to Seller under this Contract shall be made to:

Bank	:	[*****]
Beneficiary	:	Avions de Transport Régional (ATR).
Bank Code	:	[*****]
Branch Code	:	[*****]
Account No	:	[*****]
Swift Code	:	[*****]
IBAN	:	[*****]
Reference	:	Sale of ATR 72-600 aircraft

Or such other account as Seller may notify in writing from time to time to Buyer at least [*****] prior to the date such payment is due

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX L

PERFORMANCE GUARANTEE

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX M

DISPATCH RELIABILITY GUARANTEE

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX N

OPTION AIRCRAFT

1 SCOPE

In consideration of Buyer purchasing from Seller the twenty (20) Firm Aircraft Buyer shall have the right to acquire up-to ten (10) optional new ATR 72-600 aircraft (the “Option Aircraft”) in addition to the twenty (20) Firm ATR 72-600 Aircraft [*****]

2 EXERCISE OF OPTION

2.1 Buyer shall notify Seller in writing, no later than [*****] prior to the scheduled delivery date as set forth in Clause 4 hereof (the “Option Notification Date”) of its intent to exercise the option to purchase any Option Aircraft.

2.2 Upon exercise of such option to purchase each Option Aircraft, Buyer shall pay the First Pre-Delivery Payment for such Option Aircraft as mentioned in clause 6.2.1 of this Contract, upon which payment such exercised Option Aircraft shall become an Aircraft for the purpose of this Contract and, unless specified otherwise, the terms and conditions of this Contract in respect of the Aircraft firmly ordered shall apply mutatis mutandis to such exercised Option Aircraft.

3 OPTION AIRCRAFT SPECIFICATION

The Option Aircraft shall be manufactured under the Specification.

4 OPTION AIRCRAFT DELIVERY

The Option Aircraft can be made available for delivery to Buyer according to the following delivery schedule:

Option Aircraft	Aircraft Number	Option Aircraft Scheduled Delivery Date
Option Aircraft N° 1	Aircraft N° 21	June 2013
Option Aircraft N° 2	Aircraft N° 22	July 2013
Option Aircraft N° 3	Aircraft N° 23	August 2013
Option Aircraft N° 4	Aircraft N° 24	September 2013
Option Aircraft N° 5	Aircraft N° 25	October 2013
Option Aircraft N° 6	Aircraft N° 26	November 2013
Option Aircraft N° 7	Aircraft N° 27	December 2013
Option Aircraft N° 8	Aircraft N° 28	January 2014
Option Aircraft N° 9	Aircraft N° 29	February 2014
Option Aircraft N° 10	Aircraft N° 30	March 2014

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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The provisions of Clause 9.2 to 9.5 of this Contract shall apply mutatis mutandis to any exercised Option Aircraft.

5 OPTION AIRCRAFT PRICE

The Option Aircraft shall be [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX O

ADDITIONAL AIRCRAFT

1 SCOPE

Seller hereby grants to Buyer the option to acquire up to a total of [*****] (the “Additional Aircraft”) in addition to the twenty (20) Firm Aircraft and to the ten (10) Option Aircraft.

2 EXERCISE OF PURCHASE RIGHTS

2.1 Buyer may at any time on or prior to December 31st, 2013 exercise its purchase right for any Additional Aircraft, subject to:

(i) Buyer having no remaining right to exercise any Option Aircraft in accordance with Appendix N (Option Aircraft) hereof;

(ii) Written notification (the “Purchase Right Exercise Notice”) by Buyer of such purchase right exercise including the Additional Aircraft scheduled delivery date sought by Buyer for such Additional Aircraft;

(iii) Availability of aircraft at the scheduled delivery date requested by Buyer, being understood that should such Additional Aircraft delivery position requested by Buyer not being available, Seller shall propose to Buyer the next available ATR 72-600 delivery position.

2.2 Upon exercise of such purchase right for any Additional Aircraft, Buyer shall pay the First Pre-Delivery Payment for such Additional Aircraft as mentioned in clause 6.2.1 of this Contract (and other pre-delivery payments as they may fall due pursuant to Clause 6.2 of this Contract), upon which payment such exercised Additional Aircraft shall become an Aircraft for the purpose of this Contract and, unless specified otherwise, the terms and conditions of this Contract in respect of the Aircraft firmly ordered shall apply mutatis mutandis to such exercised Additional Aircraft

3 ADDITIONAL AIRCRAFT SPECIFICATION

The Additional Aircraft shall be manufactured under the Specification.

4 ADDITIONAL AIRCRAFT DELIVERY

4.1 Within [*****] from receipt from Buyer of the Purchase Right Exercise Notice for any Additional Aircraft, Seller shall notify to Buyer the effective delivery date for that Additional Aircraft (the “Additional Aircraft Scheduled Delivery Date”) in accordance with Clause 2 of this Appendix O.

4.2 The Additional Aircraft Scheduled Delivery Date so notified will be reserved for Buyer upon payment of the First Pre-Delivery Payment for that exercised Additional Aircraft.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4.3 The provisions of Clause 9.2 to 9.5 of this Contract shall apply mutatis mutandis to any exercised Additional Aircraft.

5 ADDITIONAL AIRCRAFT PRICE

The Additional Aircraft shall be offered [*****]

In particular, [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX P

USED AIRCRAFT OPERATING LEASE TERMS

1.	LESSOR	:	AVIONS DE TRANSPORT REGIONAL, “Groupement d’Intérêt Economique” governed by the Laws of France, the head office of which is located at 1, Allée Pierre Nadot, 31712 BLAGNAC CEDEX, FRANCE, or any other company designated by Seller as owner of the Used Aircraft,
			(hereinafter the “Lessor”).
2.	LESSEE	:	AZUL LINHAS AEREAS BRASILEIRAS S/A a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 – Alphaville Industrial, Barueri, SAO PAULO, BRAZIL,
			(hereinafter the “Lessee”).
3.	AIRCRAFT	:	[*****] used ATR 72-200 bearing Manufacturer Serial Number MSN [*****] (or substitutes therefor) powered by two Pratt and Whitney PW124B engines, or any other used ATR aircraft that Seller may propose pursuant to the provisions of Section 16 of this Appendix P.
			(individually or collectively the “Used Aircraft”)
			The Used Aircraft shall be delivered in “as is, where is” and “fly away” conditions. However, the Used Aircraft shall be in the conditions outlined hereafter:
			(i)	Airworthy;
			(ii)	With all of the Aircraft equipment, components, systems, parts and each engine and propeller functioning and installed in accordance with manufacturers recommendations;
			(iii)	With an Export Certificate of Airworthiness issued by the French DGAC (or equivalent document);
			(iv)	In a condition qualifying for the issuance of a certificate of airworthiness by ANAC, subject always to such exemptions as might be granted by ANAC to issue such certificate of airworthiness (in particular with respect to FAR 121.344 requirements)
			(v)	In a clean condition by international standards allowing immediate commercial passengers operations;
				The Operating Lease Agreements will contain detailed delivery conditions relating to panels, ceilings, floors, bins, etc … based on standard industry practices.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(vi)	With [*****] passenger seats equipped with [*****] grey leather covers, and [*****] recovered carpets.
	Seats types may be different from one Used Aircraft to the other. However, seats covers and carpets shall be made in identical material for all Used Aircraft.
(vii)	With exterior livery painted in Buyer’s livery to be communicated by Buyer to Seller not later than [*****] prior to the first Used Aircraft Delivery;
(viii)	With interior and exterior placards in English, except for those needing to be bilingual according to Brazilian regulations which shall be in Brazilian Portuguese / English;
(ix)	Weighed following painting in Buyer’s livery;
(x)	Equipped, where not already specified with ACAS Ch. 7, B-RNAV compliant GPS system coupled with EFIS, Single HF system and 2nd ADF;
(xi)	Embodied with all EASA Airworthiness Directives and mandatory Service Bulletins affecting the Aircraft and / or the engines issued prior to the delivery of each Used Aircraft and having a compliance date [*****] months after the delivery date of each such Used Aircraft (whichever is less);
(xii)	With no deferred maintenance or waivers;
(xiii)	With no temporary or time-limited structural repairs unless permanent repair is not available.
	No special or unique inspection or check requirements which are specific to the Used Aircraft (as opposed to all aircraft of the same model) will exist with respect to the Aircraft so long as such unique inspection can be avoided by the execution of a permanent repair that is available;
(xiv)	Fresh from a recent [*****] and from any other airframe check of lower interval than those two checks;
(xv)	Clear for airframe structural checks (C check, 2 Ye / 4Ye / 8 Ye / 36,000 Cy inspection) having a compliance date falling within the [*****] each Used Aircraft (whichever is less).
	An average annual utilisation of [*****] and [*****] shall be considered for the purpose of this Section D.3(xiv);
(xvi)	With a minimum of [*****] (whichever is the limiting factor) on the propellers, landing gear and other time (or life) limited components [*****] to the next scheduled overhaul (or replacement) unless mutually agreed otherwise.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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				Those time (or life) limited components for which the total limit is less than [*****] months shall have a minimum of [*****] remaining to the next overhaul (or replacement);
			(xvii)	With engines having elapsed less than [*****] since last Hot Section Inspection and less than [*****] since last Overhaul;
				Each engine life limited part located in the hot section (including HP blades) of any engine shall have a minimum of cycles remaining equal to [*****] less the number of flight hours elapsed since the last Hot Section Inspection of that engine.
				Each engines life limited part located in the cold section of any engine shall have a minimum of cycles remaining equal to [*****] less the number of flight hours elapsed since the last Overhaul of that engine.
				A comprehensive borescope inspection of each Used Aircraft engine will be performed by Seller upon each relevant delivery.
			(xviii)	With brakes having an average over the Used Aircraft fleet of [*****] remaining;
			(xix)	With tyres having an average over the Used Aircraft fleet of [*****] remaining; and
			(xx)	Free and clear of any operational liens on Delivery.
			After execution of the definitive Operating Lease Agreement(s), additional changes and in particular changes due to the further local Aviation Authority requirements may also be incorporated in the Used Aircraft specification upon terms and conditions to be agreed concerning the effect on performance, delivery dates and price of the Used Aircraft.
4.	OPERATING LEASE AGREEMENTS	:	The parties agree that the operating lease of the Used Aircraft remains subject to the negotiation and to the execution not later than [*****] prior to the Delivery Date of each Used Aircraft of a mutually satisfactory definitive operating lease agreement (with respect to each Aircraft the “Operating Lease Agreement” and collectively the “Operating Lease Agreements”), the basic terms and conditions of which are outlined below and that the lease of the Used Aircraft shall be effective only upon such execution.
5.	DELIVERY	:	The Used Aircraft shall be delivered to the Lessee according to the following schedule (the “Delivery Date”):

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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			–	One (1) in December 2010 : MSN 519
			–	One (1) in January 2011 : MSN 523
			–	The remaining six (6) between February and June 2011.
			The exact Delivery Dates and the exact MSN will be notified to the Lessee as soon as practicable and at the latest at the stage of each Used Aircraft Operating Lease agreement negotiation.
			Notwithstanding the above Delivery Date, and with the exception of the [*****] Used Aircraft, the Used Aircraft shall not be delivered earlier than [*****] after execution of the relevant Operating Lease Agreement.
			The Used Aircraft shall be delivered to the Lessee at Toulouse (France) airport or any such other European airport as the Lessor may notify in writing to the Lessee.
6.	LEASE TERM	:	The lease period for the Used Aircraft shall be approximately [*****], depending on the Used Aircraft.
			The Used Aircraft shall be returned to the Lessor according to the following schedule:
			–	Used Aircraft N°1 :	Upon delivery of Aircraft N°4 (scheduled for January 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°2 :	Upon Delivery of Aircraft N°6 (scheduled for March 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°3 :	Upon Delivery of Aircraft N°8 (scheduled for May 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°4 :	Upon Delivery of Aircraft N°9 (scheduled for June 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°5 :	Upon Delivery of Aircraft N°10 (scheduled for July 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°6 :	Upon Delivery of Aircraft N°11 (scheduled for August 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)
			–	Used Aircraft N°7 :	Upon Delivery of Aircraft N°12 (scheduled for September 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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    –  Used Aircraft N°8 : Upon Delivery of Aircraft N°13 (scheduled for October 2012 according to the delivery Schedule set forth in Clause 9.1 of this Contract)

			The Lessor reserves the right to select which specific MSN shall be returned [*****], subject to giving the Lessee a notice thereof at the latest on [*****]
7.	LEASE RENTALS	:	Rentals throughout the Lease Term of each Used Aircraft (the “Rents”) shall be [*****], prorated for a shorter period.
			All Rents payable hereunder shall be paid in [*****] and shall be net of withholding or any other tax or deduction.
			This is a net lease and the rights of the Lessor in and to the Rents shall be absolute and unconditional and shall not be subject to any reduction, set-off, defence, counterclaim or recoupment for any reason whatsoever.
8.	SECURITIES	:	8.1	Used Aircraft [*****]
				Buyer has already provided Seller in the form of [*****] in the amount of [*****] per Used Aircraft for each of the [*****] Used Aircraft.
				The Used Aircraft [*****] for any Used Aircraft shall be [*****] upon payment by the Lessee of the [*****] for that Used Aircraft pursuant to the relevant Operating Lease Agreement.
				The Used Aircraft [*****] will be the property of the Lessor and [*****] except as specifically provisioned under this Agreement.
			8.2	First Deposit
				Upon execution of the Operating Lease Agreement for any Used Aircraft, the Lessee shall provide the Lessor [*****] for that Used Aircraft.
				In case of Seller or any Seller’s subsidiary being the Lessor of any Aircraft (as opposed to a third party lessor that is unrelated to Seller), the [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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			8.3	Second Deposit
				On or prior to the delivery of any Used Aircraft, the Lessee shall provide the Lessor [*****] in an amount equal to [*****].
			8.4	Security
				The aggregate of [*****] for each Used Aircraft shall constitute [*****] upon such Used Aircraft delivery and shall be [*****] under the relevant Operating Lease Agreement.
				If the Lessee fails to comply with any provision of the relevant Operating Lease Agreement or any event of default occurs and is continuing, the Lessor may immediately or at any time thereafter without prior written notice to the Lessee [*****]
			8.5	[*****]
				At Buyer’s request, [*****]
9.	OPERATING COSTS	:	The lease of the Used Aircraft is on the basis of a net lease and the Lessee shall be responsible for all costs (save as agreed otherwise herein) associated with the delivery and redelivery, possession, insurance, operation, maintenance and use of the Used Aircraft including taxes, withholdings and duties of any kind.
			The Lessor shall however be responsible for its own income taxes in any relevant jurisdiction.
10.	MAINTENANCE		10.1	General Principles
				The Used Aircraft shall be maintained to the Lessee’s certification authority and country of register’s certification authority approved maintenance program by a maintenance contractor reasonably approved by the Lessor and at the expense of the Lessee.
				In the event of the Lessee performing scheduled maintenance during the Lease Term on any Used Aircraft propeller, landing gear or

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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				engine, the Lessor shall bear the cost of leasing a replacement propeller, landing gear or engine (as applicable, with the exception however of those engines that have been delivered to the Lessee fresh from HSI or overhaul). The Lessee shall however continue to pay to the Lessor Supplemental Rents for the hours accumulated on such propeller, landing gear or engine (as applicable).
				Notwithstanding the above, the Lessor shall bear the cost of any Used Aircraft unscheduled airframe maintenance, if the reason of such maintenance is a defect existing on such Used Aircraft on or prior its delivery to the Lessee.
			10.2	Mandatory Modifications
				The Used Aircraft shall be in compliance with all Airworthiness Directives and all Service Bulletins mandatory issued during the Lease Term affecting the Used Aircraft and having a compliance date within the lease term.
				Should the Lessee be obliged to implement a mandatory modification on the Used Aircraft so as to conform with the above paragraph, then the Lessor shall make a contribution to the cost of such mandatory modification by payment to the Lessee of an amount equal to: [*****]
11	[*****]	:	The Lessee shall pay [*****] to the Lessor each month [*****]
			As a separate obligation, the Lessor shall make [*****] to the Lessee, upon submission by the Lessee to the Lessor of invoices evidencing [*****]
			Payments of [*****] and of [*****] shall be governed by a [*****] (with respect to each Aircraft the [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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			Each [*****] shall be substantially the same (except for the specifics of each Used Aircraft such as MSN and delivery date) as the [*****] already executed by and between the Lessor and the Lessee for the [*****]
12.	INSURANCE	:	The Lessee shall at all times during the Lease Term and at its own expense maintain comprehensive airline liability insurance, including passenger, baggage, cargo and Airline General Third Party Legal Liability, all risks hull and hull war, confiscation, nationalization, expropriation, political risk and related perils. The Lessor shall be named as additional insured in respect of liability insurance and as sole loss payee with respect to the hull insurance.
			With respect to all risks hull and war and allied perils insurance, the Lessor shall be the sole Loss Payee. Public Liability insurance shall have a minimum coverage of [*****]
13.	REGISTRATION	:	The Aircraft shall remain throughout the Lease Term under the Brazilian Register or under any other register that the Lessor in its sole discretion may approve, subject to the Lessee providing the appropriate securitization for de-registration purpose.
			In this respect, a set of documents including but not limited to a de-registration power of attorney and a legal opinion shall be asked to be provided by the Lessee at Lessee’s cost within the lease documents in order to make the Lessor’s rights enforceable.
14.	RETURN CONDITIONS	:	The Aircraft shall be returned in Toulouse airport (France) or such other European airport as may be notified in writing by the Lessor to the Lessee.
			The Aircraft shall be returned to the Lessor with a valid Export Certificate of Airworthiness or equivalent document issued by the certification authority of the country of registration and in a state and condition reflecting in essence the delivery conditions set forth in this Appendix P.
			The Lessee shall however be waived from any minimum remaining life constraints affecting the airframe, the engines, the propellers, the landing gears and other time or life limited components.
15.	COSTS AND EXPENSES	:	The Lessor and the Lessee shall each be responsible for their own legal fees incurred in the negotiation of the Operating Lease Agreements.
			The Lessee shall be responsible for all costs associated with perfecting the Lessor’s ownership interest and the Operating Lease Agreements in the state of registration, the state of habitual base of the Aircraft (and other states as appropriate given the operation of the Aircraft).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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			The Lessee shall also be responsible for all costs incurred by the Lessor in connection with the enforcement of preservation of Lessor’s rights under the Operating Lease Agreements.
15.	GOVERNING LAW	:	Each of the Operating Lease Agreements and all operative documents shall be construed, governed by and performance thereof shall be determined in accordance with the laws of New York. Any dispute under the Operating Lease Agreements shall be submitted and finally resolved by the courts of the State of New York.
16.	USED AIRCRAFT	:	Seller reserves the right to [*****] being understood that (i) [*****] and (ii) [*****]
	[*****]
			In such an event, the provisions of this Appendix P shall remain valid.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX Q

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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APPENDIX R

FORM OF AIRCRAFT CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is delivered on the date set forth below by CANELA INVESTMENTS LLC (the “Buyer”) to AVIONS DE TRANSPORT REGIONAL (the “Seller”), pursuant to an aircraft sale and purchase contract dated as of 15^th December 2010 between Seller and Buyer (the “Contract”). Terms used in this Certificate of Acceptance shall have the meaning given to such terms in the Contract.

The Acceptance Flight Tests relating to the ATR 72-600 Aircraft, Manufacturer’s Serial Number [MSN], Registration Marks [    ], have been carried out at Seller’s delivery center located at Toulouse, France, on the [day]^th day of [month] [year].

In view of said tests having been carried out with satisfactory results, CANELA INVESTMENTS LLC whose main address is at Corporation Trust Center, 1209 Orange Center, Wilmington, U.S.A, hereby irrevocably approves this Aircraft as being in conformity with the provisions of the aforesaid Contract.

Said Acceptance does not impair the rights that CANELA INVESTMENTS LLC may derive from the warranties granted by AVIONS DE TRANSPORT REGIONAL.

Made in Blagnac, on this [day]^th day of [month] [year]

For and on behalf of

CANELA INVESTMENTS LLC

Name:

Title:

Signature:

Date:

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APPENDIX S

FORM OF AIRCRAFT BILL OF SALE

Know all men by these presents that the undersigned AVIONS DE TRANSPORT REGIONAL (“ATR”), a French “Groupement d’Intérêt Economique” whose registered address is 1, Allée Pierre Nadot - 31712 Blagnac Cedex, FRANCE, is the owner of the full legal and beneficial title of the following Aircraft:

MANUFACTURER OF AIRCRAFT	MANUFACTURER OF PROPULSION SYSTEM
ATR	PRATT & WHITNEY CANADA INC.
MODEL	MODEL
ATR 72-600	PW 127 M	- engines
	568F-1	- propellers
MANUFACTURER SERIAL NUMBER	MANUFACTURER SERIAL NUMBERS
[     ]	L/H engine:	[     ]
	R/H engine:	[     ]
	L/H propeller:	[     ]
	R/H propeller:	[     ]
REGISTRATION MARKS
[     ]

That such title to said Aircraft is free and clear of all mortgages or other encumbrances.

The Groupement d’Intérêt Economique AVIONS DE TRANSPORT RÉGIONAL whose registered office is situated at 1, Allée Pierre Nadot - 31712 BLAGNAC CÉDEX, FRANCE does this [day] day of [month] [year], sell, grant, transfer and deliver all of its above described right, title to the above described Aircraft together with all equipment installed therein unto CANELA INVESTMENTS LLC whose main address is at Corporation Trust Center, 1209 Orange Center, WILMINGTON, U.S.A and to its successors and assigns forever, said Aircraft to be registered as the property of CANELA INVESTMENTS LLC

In witness whereof, the present document has been executed by a duly authorized representative.

Made in Blagnac, on this [day] day of [month] [year]

For and on behalf of

AVIONS DE TRANSPORT REGIONAL

Name:

Title:

Signature:

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DATED DECEMBER 22^nd 2011

AVIONS DE TRANSPORT REGIONAL G.I.E.

as Seller

and

CANELA INVESTMENTS LLC

as Buyer

AMENDMENT AGREEMENT N°1

In respect of a

SALE AND PURCHASE CONTRACT

DATED DECEMBER 14^th 2010

CONFIDENTIAL TREATMENT REQUESTED

Execution Version

THIS AMENDMENT AGREEMENT N°l is made on the 22^nd day of December 2011.

BETWEEN:

(1) AVIONS DE TRANSPORT REGIONAL, a “Groupement d’Interét Economique” governed by the laws of France, identified under number 323 932 236 RCS Toulouse, the head office of which is located at 1. Allée Pierre Nadot, 31712 BLAGNAC CEDEX, FRANCE (hereinafter referred to as “Seller”, which expression shall include its successors or permitted assignees unless the context otherwise requires) on the one part;

AND

(2) CANELA INVESTMENTS LLC, a limited liability company organized and existing under the laws of Delaware, with its main address at Corporation Trust Center, 1209 Orange Center, Wilmington, U.S.A (hereinafter referred to as the “Buyer”).

WHEREAS

(1) On December 14^th 2010, Canela Investments LLC (the “Buyer”) and Avions de Transport Régional (the “Seller”) have entered into a sale and purchase contract (as amended and supplemented from time to time, the “Contract”) relating to the purchase of twenty (20) firm ATR 72-600 aircraft and up to twenty (20) optional ATR 72-600 aircraft (the “Aircraft”).

(2) Buyer and Seller now wish to amend the terms of the Contract.

NOW THEREFORE,

for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1. DEFINITIONS

1.1 All capitalised terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Contract.

2. AMENDMENT TO CLAUSE 6 OF THE CONTRACT

2.1 In Clause 6.2.1.2 of the Contract, the words [*****] wherever they appear, shall be deleted and replaced by the words [*****]

3. AMENDMENT TO APPENDIX J OF THE CONTRACT

3.1 In Clause 4.2 of Appendix J (Training) of the Contract, the last paragraph shall be deleted in its entirety and replaced by the following paragraph:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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“The usage of the above Web Based Trainer shall be granted to Buyer [*****]

3.2 In Clause 4.3 of Appendix J (Training) of the Contract, the first paragraph shall be deleted in its entirety and replaced by the following paragraph:

“Seller shall provide Buyer [*****]

3.3 The following new clause 4.4 shall be added after Clause 4.3 of Appendix J (Training) of the Contract:

“4.4 Single-point Performance Software (“SPS”)

Seller shall provide Buyer [*****]

The above SPS license may be installed [*****]

4. MISCELLANEOUS

4.1 This Amendment Agreement N°1 (the “Amendment Agreement N°l”) to the Contract (i) is an integral part thereof, (ii) is subject to all of the terms and conditions contained therein and (iii) evidences our further agreement with respect to the matters set forth below.

4.2 Unless the context otherwise requires, capitalised terms used herein and not otherwise defined in this Amendment Agreement N°1 shall have the same meanings ascribed to them in the Contract. In the event of contradiction between the terms of this Amendment Agreement N°1 and the terms of the Contract, the terms of this Amendment Agreement N°1 shall prevail.

4.3 Section headings and/or numberings are inserted for convenience only and shall not in any way affect the interpretation of this Amendment Agreement N°1 and/or of the Contract.

4.4 Seller hereby makes for the benefit of Buyer each of the representations made pursuant to Clause 25.3 of the Contract as of the date hereof with reference to the circumstances existing as of the date hereof

4.5 Buyer hereby makes for the benefit of Seller each of the representations made pursuant to Cause 25.4 of the Contract as of the date hereof with reference to the circumstances existing as of the date hereof.

4.6 The provisions of Clause 27 (Applicable Law & Arbitration) of the Contract shall apply mutatis mutandis to this Amendment Agreement N°1.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Execution Version

If the terms of this Amendment Agreement N°1 meet your approval please so indicate by signing in the space provided below.

For and on behalf of		For and on behalf of
CANELA INVESTMENTS LLC		AVIONS DE TRANSPORT REGIONAL
Signature:	/s/ Gerald B. Lee	Signature: /s/ J. Desbarats
Executed by:	Gerald B. Lee	Executed by: J. Desbarats
Title:	Managing Director	Title: SVP Commercials
Date:	December 22, 2011	Date: December 22nd, 2011

ATR / Canela – 20 Firm + 10 Option + 10 Additional ATR 72-600 Aircraft Sale and Purchase Contract – Amendment Agreement N°1 Page 4

DATED DECEMBER 4^TH 2012

AVIONS DE TRANSPORT REGIONAL G.I.E.

as Seller

and

CANELA INVESTMENTS LLC

as Buyer

AMENDMENT AGREEMENT N°2

In respect of a

SALE AND PURCHASE CONTRACT

DATED DECEMBER 14^th 2010

CONFIDENTIAL TREATMENT REQUESTED

Execution Version

THIS AMENDMENT AGREEMENT N°2 is made on the 4^th day of December 2012.

BETWEEN:

(1) AVIONS DE TRANSPORT REGIONAL, a “Groupement d’Interét Economique” governed by the laws of France, identified under number 323 932 236 RCS Toulouse, the head office of which is located at 1, Allée Pierre Nadot, 31712 BLAGNAC CEDEX, FRANCE (hereinafter referred to as “Seller”, which expression shall include its successors or permitted assignees unless the context otherwise requires) on the one part;

AND

(2) CANELA INVESTMENTS LLC, a limited liability company organized and existing under the laws of Delaware, with its main address at Corporation Trust Center, 1209 Orange Center, Wilmington, U.S.A (hereinafter referred to as the “Buyer”).

WHEREAS

(1) On December 14^th 2010, Canela Investments LLC (the “Buyer”) and Avions de Transport Régional (the “Seller”) have entered into a sale and purchase contract (as amended and supplemented from time to time, the “Contract”) relating to the purchase of twenty (20) firm ATR 72-600 aircraft and up to twenty (20) optional ATR 72-600 aircraft (the “Aircraft”).

(2) Buyer and Seller now wish to amend the terms of the Contract.

NOW THEREFORE,

for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1. DEFINITIONS

1.1 All capitalised terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Contract.

2. AMENDMENT TO APPENDIX O OF THE CONTRACT

2.1 In Clause 2.1 of Appendix O (Additional Aircraft) of the Contract, the words “December 31^st, 2013” shall be deleted and replaced by the words “[*****]”.

3. MISCELLANEOUS

3.1 This Amendment Agreement N°2 (the “Amendment Agreement N°2”) to the Contract (i) is an integral part thereof, (ii) is subject to all of the terms and conditions contained therein and (iii) evidences our further agreement with respect to the matters set forth below.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Execution version

3.2 Unless the context otherwise requires, capitalised terms used herein and not otherwise defined in this Amendment Agreement N°2 shall have the same meanings ascribed to them in the Contract. In the event of contradiction between the terms of this Amendment Agreement N°2 and the terms of the Contract, the terms of this Amendment Agreement N°2 shall prevail.

3.3 Section headings and/or numberings are inserted for convenience only and shall not in any way affect the interpretation of this Amendment Agreement N°2 and/or of the Contract.

3.4 Seller hereby makes for the benefit of Buyer each of the representations made pursuant to Clause 25.3 of the Contract as of the date hereof with reference to the circumstances existing as of the date hereof

3.5 Buyer hereby makes for the benefit of Seller each of the representations made pursuant to Cause 25.4 of the Contract as of the date hereof with reference to the circumstances existing as of the date hereof.

3.6 The provisions of Clause 27 (Applicable Law & Arbitration) of the Contract shall apply mutatis mutandis to this Amendment Agreement N°2.

If the terms of this Amendment Agreement N°2 meet your approval please so indicate by signing in the space provided below.

For and on behalf of		For and on behalf of
CANELA INVESTMENTS LLC		AVIONS DE TRANSPORT REGIONAL
Signature:	/s/ John Peter Rodgerson	Signature:	/s/ J. DESBARATS
Executed by:	John Peter Rodgerson	Executed by:	J. DESBARATS
Title:	Canela Investments, LLC	Title:	SVP COMMERCIAL
	Managing Director
Date:	December 4th, 2012	Date:	December 4th, 2012

EX-10.3

Exhibit 10.3

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 the Securities and Exchange Commission.

GLOBAL MAINTENANCE AGREEMENT

Contract No. DS/CC-2612/10

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

December 24th, 2010

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CONTENTS

Clause		Page
1.	SUBJECT MATTER OF THE AGREEMENT		4
2.	DEFINITIONS & INTERPRETATION		4
3.	DURATION AND RENEWAL		11
4.	FORCE MAJEURE		11
5.	SERVICES		12
6.	DELIVERIES		15
7.	WORK ORDERS		16
8.	INSURANCES		16
9.	WARRANTIES		17
10.	PRICES		17
11.	RECONCILIATION & AUDIT		21
12.	INVOICING AND PAYMENT TERMS		22
13.	SECURITY DEPOSIT		23
14.	LIMITATION OF LIABILITY		24
15.	INDEMNITY		25
16.	TERMINATION		25
17.	CONDITIONS PRECEDENT		28
18.	NOTICES		29
19.	CONFIDENTIALITY		30
20.	TAXES		31
21.	SEVERABILITY		32
22.	WHOLE AGREEMENT		32
23.	AMENDMENTS		32
24.	ASSIGNMENT		32
25.	GOVERNING LAW & JURISDICTION [INCLUDE PROVISION FROM PURCHASE AGREEMENT]		32
26.	MISCELLANEOUS		33
EXHIBIT 1 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT			35

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 2 of 70

EXHIBIT 2 – “INTENTIONALLY LEFT BLANK”	36
EXHIBIT 3 – STOCK	37
EXHIBIT 4 – LRU(S) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES	41
EXHIBIT 5 – EXCLUSIONS TO THIS AGREEMENT	48
EXHIBIT 6 – ATR STANDARD WORK ORDER FORMS	51
EXHIBIT 7 – ADDITIONAL STOCK	54
EXHIBIT 8 – “INTENTIONALLY LEFT BLANK”	55
EXHIBIT 9 – “INTENTIONALLY LEFT BLANK”	55
EXHIBIT 10 – LEASE OF THE STOCK	56
EXHIBIT 11 – SPARE PARTS STANDARD EXCHANGE SERVICE	61
EXHIBIT 12 – LRU AND MAIN ELEMENTS REPAIR SERVICES	64
EXHIBIT 13 – “INTENTIONALLY LEFT BLANK”	70
EXHIBIT 14 – FORM OF STANDBY LETTER OF CREDIT	71

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 3 of 70

This Agreement is made on December 24^th, 2010.

BETWEEN:

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,

Hereafter referred to as the “Provider” or “ATR”,

On the one part,

AND:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 – Alphaville Industrial, Barueri, Sao Paulo, Brazil;

Hereafter referred to as the “Company” or “AZUL”,

On the other part.

Collectively referred to as the “Parties” and individually to as the “Party”,

WHEREAS:

ATR and AZUL have or will enter with respect to each of the Interim Fleet aircraft into operating lease agreement (each a “Lease Agreement(s)”) and associated supplemental rent agreements (each a “Supplemental Rent Agreement”),

ATR and Canela Investments LLC, an AZUL affiliate have entered into a sale agreement with respect to the Final Fleet Aircraft (the “Sale Agreement”),

The Provider wishes to provide to the Company and the Company wishes to purchase from the Provider the Services on the terms and conditions set forth herein.

NOW THEREFORE, IT IS HEREBY AGREED as follows:

1. SUBJECT-MATTER OF THE AGREEMENT

This Agreement describes the terms and conditions according to which the Provider shall facilitate operational support tasks as well as scheduled and unscheduled maintenance for the Aircraft defined in Clause 2, when operated by the Company only.

2. DEFINITIONS & INTERPRETATION

2.1 In this Agreement:

“Abnormal Use” means any usage, maintenance, storage, handling of the Aircraft, or its sub assemblies, or its systems, or parts fitted on it such as LRU, Main Elements, spare replacement Main Elements, that do not comply with (a) the AOM, the AFM, the AMM and/or (b) the OEM maintenance manuals and/or (c) Airworthiness Directives that have exceeded the date of compliance, and which is not attributable to Provider or Repair Shops;

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Abnormal Use designates also the following events:

(i) Any disregard or misinterpretation of ATR and/or OEM instructions or recommendations, technical directives, or workmanship defect, lack of qualification, non approved repair and/or maintenance method;

(ii) Any negligence or absence of reasonable effort(s) made to initiate corrective action(s), or corrective action(s) too limited or taken too late, for Aircraft or LRU(s) or Main Element(s) malfunctions which may be reasonably identified through obvious symptoms;

(iii) Direct or indirect incidents that are related to parts, items or systems excluded from this Agreement;

(iv) Any Aircraft, LRU(s) or Main Element(s) damage or premature removal arising out of or in connection with any defective storage, inappropriate packaging or transport by the Company or its forwarder agent, or gross negligence or willful misconduct of the Company (or its agent); and/or

(v) Any events or circumstances, such as but not limited to: foreign, direct or indirect object damage, abnormal wear, hard contact, material drop or shock, engine fire or submersion, lightning strike, hard landing, hail (including on storage position) partial or total destruction or loss of Aircraft, LRU(s) or Main Element(s);

“AFM” or “Airplane Flight Manual” means an operational manual specific to each Aircraft and which shall be approved by the relevant airworthiness authorities;

“Aircraft” means collectively or individually as the context requires the ATR aircraft defined in Exhibit 1, including the airframe, engines, propellers and landing gears and parts installed on the Aircraft on the date of execution of this Agreement;

“Aircraft Maintenance Manuals” or “AMM” means the customized manuals in compliance with the ATA100 specifications. The purpose of these manuals is to provide all information required for aircraft maintenance, while ensuring personnel and flight safety;

“Airworthiness Directives” or “AD” means regulatory rules issued by the relevant Airworthiness authorities that may have an impact on Aircraft operation and or maintenance.

“ALM” or “Aircraft Line Maintenance” means any kind of on-Aircraft scheduled and/or unscheduled maintenance, corrective or preventive maintenance, defect(s) rectification (such as but not limited to: daily and weekly Aircraft checks, type “A” checks, or any maintenance action on LRU and Main Elements including removal and installation), as set out in the Aircraft Maintenance Manual and/or in the relevant OEM maintenance documentation;

“AMC” or “Airframe Maintenance Checks” means any scheduled maintenance tasks limited to type “C” checks and “Structural and Calendar Inspections” to be performed on the Aircraft;

“AMM” means Aircraft Maintenance Manual which is drafted in general accordance with ATA100 Specification and has been split in three separate manuals, namely: the Description and Operation Manual, the Trouble Shooting Manual and the Job Instruction Cards;

“ANAC” means Agência Nacional de Aviação Civil, the Brazilian Civil Aviation Authority;

“Anticipated Event” concerns LRU and/or Main Element and/or Aircraft airframe subject to Scheduled Event and designates a situation where such event takes place before it is scheduled pursuant to Exhibit 12 Clause II.2.2 for the Main Element and/or in the OEM for the LRU when applicable and Exhibit 13 for AMC;

“Aircraft On Ground” or “AOG” means the highest priority designation to process a requirement for a LRU and/or maintenance action. Indicates that an aircraft is unable to continue or be returned to revenue service until that appropriate action is taken;

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CONFIDENTIAL TREATMENT REQUESTED

“ATRIAM” means ATRIAM CAPITAL LIMITED, a limited liability company organised and existing under the laws of the Republic of Ireland whose registered office is located at 5^th floor, 6 George’s Dock, IFSC, Dublin 1, Ireland;

“BER” or “Beyond Economical Repair” means the case in which the repair cost of any Unserviceable LRU and Main Element is greater than [*****] of the price for a such brand new identical LRU;

“BUR” or “Basic Unscheduled Repair” means any basic unplanned removal, premature removal of a LRU or a Main Element, due to a sub-component or accessory induced malfunction. Likewise, removal of a LRU and/or a Main Element, component or accessory due to a problem which could have been rectified using troubleshooting and/or corrective line maintenance actions as specified in the applicable aircraft and/or the respective OEM maintenance manual is not considered to be a BUR;

“Business Day” means a day, other than a Saturday or a Sunday, on which banks are open for the transaction of domestic and foreign exchange business Paris and Brazil;

“CMM” or “Component Maintenance Manuals” means any manuals issued either by Provider or any relevant OEM and containing instruction concerning the overhaul and/or repair of components together with procedures for restoring such components to fully serviceable condition. These manuals shall be in general accordance with ATA100 Specification;

“CMMV” or “Component Maintenance Manuals Vendors” means any OEM’s maintenance manuals;

“Confidential Information” means all and/or any part of any information and/or data disclosed to and/or obtained by either Party to other Party during the Term; such information is conclusively considered as confidential without it being necessary to mention at the moment of its disclosure. Any type of information is concerned without the following list being exhaustive: (i) technical (instructional know-how, academic and/or practical maintenance courses and/or aircraft piloting courses, programs, software, manufacturing secrets, processes, prototypes, research work, studies, plans, sketches, formulae, samples, specifications, diagrams, etc.), (ii) commercial (list of customers, suppliers, etc.), (iii) financial (tariffs, margins, market parts, etc.), (iv) legal (Agreement, contracts, amendments, appendices, contractual relations, negotiations, partners, etc.) and (v) written or oral no matter what type of medium (hard copy, computer, digital, etc.);

“Core Item” means any part delivered by Company to Provider in exchange for any similar item of the Pool;

“CY” or “Cycle” means a completed takeoff and landing sequence;

“Day(s)” means calendar day;

“Delivery” means the act of Provider putting at the Company’s disposal of Serviceable LRU, Main Elements, and components at Delivery Location according to the terms of this Agreement;

“Default” has the meaning set forth in Section 16.3.

“Delivery Location” means Provider’s facility as defined under Clause 6 of this Agreement;

“EASA” means “European Aviation Safety Agency” or any successor thereof;

“Expiry Date” means the date on which all or part of this Agreement is terminated, the earlier to occur of the following, as appropriate:

(i) the Initial Term as defined in Clause 3; or

(ii) the term of each annual renewal of this Agreement pursuant to the provisions of Clause 3.3; or

(iii) the date on which all or part of this Agreement is terminated pursuant to the provisions of Clause 16

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 6 of 70

“FCOM” means Flight Crew Operating Manual which is a manual specific to the Aircraft providing technical, procedural and performance characteristics of the Aircraft;

“FH” or “Flight Hour” means airborne flight hour, and being the unit of measure of each Aircraft flight activity for the time elapsed between Aircraft take-off and Aircraft landing, or depending on the context, the quantity of flight hours measured during a determined period;

“Final Fleet” means all ATR 72-600 operated by Company and described on Exhibit 1 as such.

“Force majeure” means any event, including without limitation, caused by war or civil or foreign armed aggression, insurrections or riots, fires, floods, explosions, earthquakes or serious accidents, epidemics or quarantine restrictions, any act of Government Entity, strikes or labor troubles causing cessation of work, or any other event that is beyond one Party’s reasonable control and that this event was not reasonably foreseeable at the time of the Agreement signature. Force Majeure shall not include (i) any event, condition or circumstance due to the fault or negligence of the Party claiming Force Majeure and/or (ii) any event which the Party claiming Force Majeure has not sought to prevent or remedy.

“Government Entity” means any national government, political subdivision thereof, or local jurisdiction therein;

“Indemnified Parties” or “Indemnified Party” means the Provider and/or its Members and/or theirs lawful successors and/or theirs assigns and/or their respective subsidiaries, officers, directors, employees, agents and subcontractors;

“Interim Fleet” means the ATR 72-200 operated by Company under a lease with Provider or its affiliates and described on Exhibit 1 as such.

“Letter of Credit” or “LOC” means an irrevocable letter of credit in the form stipulated by Exhibit 14, issued by a major international bank, provided by the Company to the Provider in accordance with Clause 13 (SECURITY DEPOSIT) thereof as security for the Company’s performance of all of its obligations under this Agreement;

“Loss” means any losses, costs, charges, expenses, interest (including default interest), fees (including, without limitation, legal fees and VAT thereon (if applicable), payments, demands, liabilities, claims, actions, proceedings, penalties, damages, adverse judgments, orders or other sanctions;

“Lost Potential” concerns LRU and/or Main Element and/or Aircraft airframe subject to Scheduled Events and designates, in the case of an Anticipated Event, the difference measured in FH or CY as applicable between (a) ninety five percent (95%) of the number of FH or as applicable to be accrued before any Scheduled Event and (b) the FH or CY as applicable accrued before the Anticipated Event. Example: a LRU or Main Element has a Scheduled Event at 1000 FH since TSN = 0 or since TSO = 0 or since the last applicable Scheduled Event. An Anticipated Event takes place at 600 FH since new or since overhaul or since the applicable Scheduled Event. The Lost Potential is then ninety five percent (95%) of 1000 FH minus 600 FH and equals 350 FH;

“LRU(s)” or “Line Replaceable Unit(s)” means any equipment [listed in the Exhibit 4], which is either an on-board equipment or an equipment installed on the Aircraft when delivered to the Company, that can be replaced on line by the Company’s technicians;

“Main Element” means the propellers (including hub, blades, propeller actuator and transfer tube) and landing gear and engines as listed in Exhibit 1;

“Maintenance Reserves” means any maintenance reserves, supplemental rent or other type of periodic overhaul payment made by Company to Provider or its affiliates under a lease or similar arrangement and based on the usage of the Aircraft.,

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“Mean Time Between Unscheduled Removals” or “MTBUR” means a figure for assessing performance. This figure is calculated by dividing the total number of FH of the ATR aircraft worldwide fleet during a given period, by the number of unscheduled removals recorded during the same period on the same fleet;

“Member(s)” means any or all of the member companies of the Provider which are at the date hereof Alenia Aeronautica S.p.A., whose principal office is at Viale dell Aeronautica, s.n.c. 80038, Pomigliano d’Arco, Italy and EADS ATR S.A., whose principal office is at 1 avenue Didier Daurat, 95 BP 100, 31703 Blagnac Cedex, France;

“MPD” or “Maintenance Planning Document” means the documents in force at the date of the signature of this Agreement providing periodic maintenance requirements data necessary to plan and conduct the Aircraft maintenance checks and inspections;

“MRB” means Maintenance Review Board;

“Measured Removal Rate(s)” or “MRR” designates the quantity of LRU removals per one thousand (1,000) FH, established in units and tens, to be measured during each period of six (6) consecutive Months of Aircraft activity during the Term for all LRU(s) listed into Appendix 4 excluding Main Elements and/or Main Element sub-assemblies; excludes repair warranty and “Rogue” units.

“NFF” or “No Fault Found” means any event where an Unserviceable LRU removed from Aircraft by the Company and sent to Provider for repair is declared serviceable with non confirmed fault through strip report by the latter or where a serviceable item removed from the Pool by Provider and delivered to Company under the standard exchange service set out in Exhibit 11 is returned by Company to Provider unused;

“OEM” or “Original Equipment Manufacturer” means collectively or individually, the engine manufacturer, the propellers manufacturer, the landing gear manufacturer and all other manufacturers of parts other than ATR manufactured parts;

“Operational LRU” means any serviceable LRU delivered to the Company by the Provider under this Agreement;

“Operational Main Element” means any serviceable Main Element delivered to the Company by the Provider under this Agreement;

“Pool” designates a stock of serviceable LRU listed in Exhibit 4, owned by the Provider and available on a non-exclusive basis to the Company under standard exchange service as defined in Exhibit 11;

“Repair Shop” means any EASA part 145 approved repair shop selected by the Provider;

“Reference Removal Rate(s)” or “RRR” designates the standard reference rate of LRU removals per one thousand (1,000) FH, established in units and tens, during each period of six (6) consecutive Months of Aircraft activity during the Term for all LRU listed into Appendix 4 excluding Main Elements and/or Main Element sub-assemblies;

“Rogue Component” An LRU will be considered as a “Rogue Component” whenever the same unit (same serial number) has been removed from an Aircraft on three (3) or more occasions for similar discrepancies (except exclusions), or four (4) NFF based on official repair shop data within a twelve (12) month period, with confirmation of approved trouble shooting as per the OEM and/or Aircraft Maintenance Manual (“AMM”).

“Services” means all operational support tasks to be carried out by Provider and/or Repair Shop and/or Subcontractor under this Agreement, as defined in Clause 5.1;

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“Scheduled Event” concerns LRU and/or Main Elements and/or Aircraft airframe that are subject to programmed overhauls and/or inspections and designates such overhaul and/or inspections that shall take place after a specified number of accrued FH and/or cycles and/or calendar limit as set out in Exhibit 12 – II.2.2 for the Main Element and in the OEM Maintenance Manual for the concerned LRU and in Exhibit 13 for AMC;

“Spare Main Element” means the Spare Main Element(s) the Provider puts at the Company’s disposal during Main Element repair according to Exhibit 12, which shall be delivered by the Provider to the Company unequipped, and shall require fitment by Company of certain components and/or PWC accessories (including but not limited to Quick Engine Change, “QEC” and/or PWC accessories). Specifically on spare engine, such QEC provision is excluded from this Agreement. PWC accessories covered under Pool access service and LRU repair and overhaul may be requested by Company as per Exhibit 12. However, from time to time, some PWC accessories are delivered on such spare engines, in this case the Company shall send the engine removed from its Aircraft in the same configuration as Spare Main Element delivered by the Provider. It is understood that in case these accessories need to be repaired, the removal(s) will be taken into account in the MRR calculation as per Exhibit 12;

“Start Date” means the date occurring thirty (30) Days after the date on which the Agreement is signed and/or the Company has fulfilled the Conditions Precedent set out in Clause 17 (Conditions Precedent) whichever is the last;

“Stock” means serviceable LRU and/or Main Element listed in Exhibit 3 and in Exhibit 7, leased by the Provider to the Company and located at the Storage Location;

“Storage Location” means the facilities where the Stock is located as defined in Exhibit 10.

“Subcontractor” means any qualified Person, legal or natural, engaged by the Provider, to support Provider in the performance of its contractual obligations under this Agreement;

“Taxe(s)” mean any and all present or future fees (including license, recording, documentation and registration fees), taxes [including, without limitation, income taxes, gross receipts taxes, capital taxes, franchise taxes, net worth taxes, gross profits taxes, sales taxes, rental taxes, use taxes, turnover taxes, value added taxes, ad valorem taxes, property taxes (tangible and intangible), excise taxes, documentary and stamp taxes], licenses, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, whether now existing or hereafter adopted, enacted or amended, howsoever imposed, levied or asserted by any Government Entity or taxing authority together with any and all penalties, fines, additions to tax and interest thereon.

“TBD” means To Be Determinate and/or missing information as of December 14^th, 2010.

“Term” means the period from the date on which this Agreement is signed by both Parties until the Expiry Date;

“Time and Material” means any sale of goods and services, excluded from the scope of this Agreement and charged to the Company, which is subject to the ATR general terms and conditions of sale of goods and services;

“TNR” or “Technically Non Reparable” means the case the Unserviceable LRU (i) and Main Element is not repairable according to the OEM maintenance manuals and/or (ii) for which no technical repair can be considered.

“Unserviceable LRU(s)” means any LRU or Core Item listed in Exhibit 4 removed from the Aircraft due to a defect, an alleged defect or any overhaul and to be delivered to Provider for repair or overhaul under this Agreement;

“US Dollar” or “$” designates the legal currency of the United States of America;

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“Used Serviceable Items” means any second hand LRU in serviceable condition together with its authorized release certificate ANAC SEGVOO 003, EASA Form 1 or FAA form 8130-3 or TCA 24.0078;

“Vendor Warranty Manual” means the manual compiling details of the warranties granted by the OEM with respect to certain parts of ATR aircraft;

“Work Order” means any order towards any of the Services issued by the Company to the Provider and being one of the forms set out in Exhibit 6, as applicable.

2.2 In this Agreement, save as otherwise expressly indicated to the contrary, any reference to:

2.2.1 this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other agreement or document as modified, amended, novated, varied or supplemented from time to time; any reference to this Agreement includes its Exhibits.

2.2.2 any Clause or Exhibit shall be construed as a reference to a clause of or exhibit to this Agreement;

2.2.3 Clauses and Exhibits headings and sub-headings are used in this Agreement only to make it easier to read. They are not intended to affect its meaning.

2.2.4 including shall be construed as a reference to “… including, without limitation,…” or “… including but not limited to…”;

2.2.5 Month are references to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and references to months shall be construed accordingly) save that, where any such period would otherwise end on a non-Business Day, it shall end on the next Business Day, provided that if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

2.2.6 Person means any state, division of a state, Government Entity, individual and body corporate and any association of any one or more of the foregoing (whether or not having legal personality); and

2.2.7 Statute(s): any reference in this Agreement to a statute shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended or re-enacted;

2.2.8 Singular and Plural: wherever the context so requires the singular shall include the plural and vice versa;

2.2.9 References to “Provider”, “ATR”, “Company” or any other person shall include the successors, assigns and transferees of such person;

2.2.10 References to any enactment shall be deemed to include references to such enactment as re enacted, amended or extended;

2.2.11 References to a “law” or a “regulation” include any present or future statute, decree, constitution, regulation, rule, directive, requirement, request or guideline (whether or not having the force of law but compliance with which is customary) of any agency, authority, central bank or governmental department or any self regulatory or other supra national authority;

2.2.12 Reference to a “consent” also includes an approval, authorisation, exemption, filing, licence, order, permission, recording or registration;

2.2.13 A reference to a date will be by reference to the Gregorian calendar;

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CONFIDENTIAL TREATMENT REQUESTED

2.2.14 Any references to “in writing” includes any modes of reproducing words in a legible and non-transitory form but does not include e-mail (but can include the copy of any document sent by e-mail as a “PDF”).

3. DURATION and RENEWAL

3.1 Provider agrees to provide the Services to Company, and Company agrees to perform its obligations under this Agreement during [*****] (the “Initial Term”) from the Start Date and during any following renewal.

3.2 Notwithstanding the entry into force of this Agreement, the Provider will have no obligation to provide the Services to the Company unless the Company has fulfilled all the conditions precedent stated within Clause 17.

3.3 Upon expiry of the Initial Term, this Agreement [*****] prior written notice is given by either Party to other Party prior to expiry of the Initial Term or the term of the renewal period, if any.

4. FORCE MAJEURE

a) In case of Force Majeure event which renders either Party unable to perform its obligations under this Agreement, such Party shall:

(i) immediately notify the other Party in writing;

(ii) provide the other Party a written report containing all particulars of such Force Majeure event, including the connection between such Force Majeure event and such Party’s non-performance;

(iii) use its reasonable best efforts to remedy such non-performance and resume performance as soon as possible;

(iv) provide the other Party with written notice upon resumption of its performance;

Neither Party shall be considered in Default so long as such Default is actually and directly prevented or delayed for reasons attributable to Force Majeure event.;

b) If during the Term a Party establishes that:

(i) the execution of its contractual obligations becomes excessively expensive because of an event of Force Majeure and;

(ii) this Party could reasonably not avoid or overcome this event of Force Majeure or its effects,

the Parties should then negotiate during a period of sixty (60) days from the date of receipt of the notice mentioned hereafter, in good faith with a view to agree on a substitute provision or provisions of this Agreement. During this sixty (60) days period the present Agreement shall remain in full force.

The Party requiring the negotiation shall notify in writing the other Party within a period of one (1) Month after the event occurred of its request to negotiate.

If the Parties do reach an agreement with respect to such new provision within sixty (60) days from the date of notification, the Parties shall promptly sign an amendment to the Agreement containing such new provision.

If the Parties do not reach an agreement within sixty (60) days from the date of notification, each Party has the right to terminate the Agreement by notifying in writing the other Party. The provisions of Clause 16 shall then apply.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

5. SERVICES

5.1 Services

The Provider shall provide Company with the following Services:

(i) a lease stock as described in Exhibit 10,

(ii) an additional stock as described in Exhibit 7

(iii) a standard exchange service of the items of the Pool as described in Exhibit 11,

(iv) the maintenance for the LRU, propellers and landing gears as described in Exhibit 12.

The following table summarizes the Services provided under this Agreement per type of Aircraft for the Interim Fleet of 72-202 and for the Final Fleet of ATR 72-600:

[*****]

[*****] shall be covered by this Agreement subject to integration of additional Aircraft in Exhibit 1 and the associated revision of the relevant terms and conditions of this Agreement through an amendment thereto.

5.2 General conditions of the Services

5.2.1 The Services shall comply with the applicable CMMV, AMM, MRB and MPD issued by the Aircraft Manufacturer, in force on the date of signature of this Agreement by both Parties.

5.2.2 Repair Shops shall perform the Services in compliance with the OEM maintenance recommendations as set out in the relevant CMM and in accordance with EASA, FAA or ANAC airworthiness regulations applicable to the Repair Shop approved repair capabilities and its maintenance and inspections processes.

5.2.3 Should the AMM, Company approved Maintenance Program or the MPD be modified in a manner that is likely to modify the scope or nature of the Services that would otherwise be provided hereunder, Provider and Company hereby agree to amend this Agreement accordingly (including without limitation the prices set out in Clause 10).

5.2.4 The Company shall have the right, to be exercised in accordance with all applicable laws and regulations, including applicable regulations issued by ANAC, to audit the management and the performance of the Services provided to it by Provider, under the JAR OPS, Part M regulations, or Repair Shops under this Agreement, upon giving a Five (5) Business Days prior written notice to Provider. The cost of any such audits and visits by the Company’s representative(s) shall be borne by the Company.

5.2.5 At any time during the Term, the Provider may (i) audit the management and the performance of Company maintenance activities which are still under the Company’s responsibility and/or (ii) arrange for operational visits, in order to check that the Company comply with its obligations under this Agreement, and/or (iii) investigate in any place, with the assistance of the Company, the causes of any abnormal removal or failure rate of any LRU or Main Elements and/or abnormal wear and tear situation

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

in order to restore a normal situation. The Provider will give a notice in writing to the Company no later than Five (5) Business Days prior to such audit or operational visit. The Company shall provide all necessary support to the Provider’s representative(s) and give access to the Aircraft and/or any maintenance facilities and/or stores and to any data or document related to Aircraft maintenance and operations that Provider may require. Unless otherwise agreed between the Parties any operational visit which will be conducted by Provider or its representative(s) during the scheduled operations of the Aircraft will not to disrupt Company’s scheduled operations.

The cost incurred by Provider to conduct such audits and visits will be borne by the Provider unless a Company Default (as defined in Clause 16) has occurred and is continuing or if as a result of that audit or visit, Company is found to be in Default of its obligations under this Agreement. In each such case the cost of such inspection or visit will be borne by the Company.

The Provider shall be discharged of all obligations and liabilities hereunder with respect to the performance or non performance by it of the audit or visit rights referred to in this Clause 5.2.5.

The Provider shall notify in writing, and shall use its best efforts to do so within (15) Business Days after completion of audit, to the Company the outcome of any such audit or operational visit and any remedial actions that Company shall perform under this Agreement. Company shall carry out any and all such reasonable remedial actions within a mutually agreed time period.

5.3 Responsibilities of the Parties

5.3.1 Responsibilities of the Company

During the Term, Company shall, in addition to any other obligations set out in this Agreement, perform the following activities or provide Provider, when applicable, with the following documents:

(i) operate the Aircraft in accordance with ATR’s FCOM and AFM, maintenance planning and engineering, technical administration management and follow-up, apply and manage Aircraft, LRU(s) and Main Elements maintenance programs, perform any ALM tasks in compliance with the approved Aircraft Maintenance Program outlined in the MRB or in the MPD (or for the Main Elements in the OEM maintenance manual);

(ii) LRU and Main Elements removals and installations on Aircraft;

(iii) Comply with any AD, Aircraft and/or OEM’s mandatory service bulletins or modifications on its Aircraft fleet, or when applicable order such incorporation or modifications to Provider , manage and update Aircraft, LRU and Main Elements, mandatory or regulatory technical notices and log books and deliver to the Provider a copy of such documentation upon each maintenance event or upon Provider’s request;

(iv) Place chargeable purchase order to the Provider for any service excluded from this Agreement and the scope of this Agreement;

(v) Inform its insurer in due time for possible coverage and inform the Provider in case the Company or its insurer intends to participate to any LRU or Main Element tear-down at Repair Shop;

(vi) Provide every Month to the Provider an activity report relating to each Aircraft and each Main Element serial number (FH & cycle performed during the preceding Month, the accrued time and cycles since new, TSN & CSN, and since overhaul, TSO & CSO; the time since last shop visit, the removals/installations events during such Month), and

(vii) Provide every [*****] to the Provider a planning showing for the twelve (12) coming Months the scheduled maintenance events for each Main Element (overhauls) and update Company LRU configuration status,

during the Term, the Company shall order the Services sending to the Provider the relevant Work Order to the Provider.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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5.3.2 Responsibilities of the Provider

During the Term, in addition to any other obligations set out in this Agreement, Provider shall perform the following activities in his capacity as exclusive provider of the Services to Company:

(i) carry out the Services pursuant to the Work Order(s) placed by the Company;

(ii) ensure that the Services provided to Company shall comply with FAA or/and EASA regulations in force;

(iii) in the event of specific or exceptional circumstances affecting Company or Provider, obtain the assistance of any one or several third Parties servicers or suppliers of spare parts, subject to Company’s prior approval; and

(iv) manage LRU and Main Elements warranty claims issued by Company.

5.4 Provider’s Representations

Provider hereby represents and warrants to Company as from the date hereof and throughout the Term that:

5.4.1 Provider is a legal entity duly incorporated under the laws of France and has the corporate power to carry on its business as it is now being conducted;

5.4.2 Provider has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;

5.4.3 The entry into and performance by Provider of, and the transactions contemplated by, this Agreement do not and will not:

(i) conflict with any Laws binding on Provider; or

(ii) conflict with the constitutional documents of Provider; or

(iii) conflict with any document which is binding upon Provider or any of its assets;

5.4.4 So far as concerns the obligations of the Provider, all authorizations, consents, registrations and notifications if required by French Law in connection with the entry into, performance, validity and enforceability of this Agreement by Provider have been obtained or effected and are in full force and effect;

5.4.5 No Immunity:

(i) Provider is subject to commercial law with respect to its obligations under this Agreement; and

(ii) Neither Provider nor any of its assets is entitled to any right of immunity and the entry into and performance of this Agreement by Provider constitute private and commercial acts.

5.4.6 This Agreement is properly executed on the part of Provider and Provider is entitled to enter into the same;

5.4.7 Provider agrees that, if required, it shall furnish such information relating to the provisions of the Services hereunder as may be reasonably required by the Company and/or the lessors, and/or owner of the Aircraft and/or any Government Entity, as the case may be.

5.5 Company’s Representations

Company hereby represents and warrants to Provider as from the date hereof and throughout the Term of the Agreement that:

5.5.1 Company is a company legal entity duly incorporated under the laws of Brazil and has the power to own its assets and carry on its business as it is now being conducted;

5.5.2 Company has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;

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5.5.3 This Agreement constitutes Company’s legal, valid and binding obligation;

5.5.4 The entry into and performance by Company of, and the transactions contemplated by, this Agreement do not and will not:

(i) conflict with any Laws binding on Company; or

(ii) conflict with the constitutional documents of Company; or

(iii) conflict with any document which is binding upon Company or any of its assets;

5.5.5 So far as are legally required, all authorizations, consents, registrations and notifications if required by Law of Brazil in connection with the entry into, performance, validity and enforceability of this Agreement by Company have been obtained or effected and are in full force and effect;

5.5.6 No Immunity:

(i) Company is subject to commercial law with respect to its obligations under this Agreement; and

(ii) Neither Company nor any of its assets is entitled to any right of immunity and the entry into and performance of this Agreement by Company constitutes private and commercial acts;

5.5.7 This Agreement is properly executed on the part of Company and Company is entitled to enter into the same; and

5.5.8 Company agrees that it shall furnish such information as may be reasonably required by the Provider and/or any Government Entity.

6. DELIVERIES

6.1 Unless otherwise set forth in this Agreement, the Provider shall deliver each Operational LRU and Main Element in accordance with Exhibits 10, 11 and 12, as the case may be, [*****] at the following address:

ATR Customer Support

C/O DHL Solutions

ZA du Pont Yblon

95500 Bonneuil en France

or at any other address the Provider may from time to time notify to the Company.

6.2 The Company shall return any Core Item, Unserviceable LRU (except engines which are dealt with in Clause 6.3 below) or Main Elements in accordance with Exhibits 10, 11 and 12 to the Provider, [*****] at the following address:

ATR Customer Support

C/O DHL Solutions

ZA du Pont Yblon

95500 Bonneuil en France – France

or at any other address the Provider may from time to time notify to the Company.

6.3 As a consequence of the above Clause 6, the Company shall be liable for any damage caused in transit to any LRU, Operational LRU, Unserviceable LRU, Core Items, Main Elements, replacement spare Main Element, whether resulting from inappropriate packaging on the part of the Company or otherwise, and Company shall bear all risk of loss and be liable for any Loss arising out of or in connection with their transportation.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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7. WORK ORDERS

In order to enable the Provider to provide the Company with the appropriate Maintenance Service, the Company shall place any Work Orders to the following address depending on the nature of the services requested:

7.1 Maintenance Service Work Order

For any Services the Company shall use the appropriate standard ATR Work Order form ref. 6-1 for standard exchange service, ref 6-2 for repair service and ref 6-3 to return a Core Item. All these forms are attached as Exhibit 6 and must be sent at the following address:

For any Services requested in standard and/or critical conditions

ATR SPARES DISTRIBUTION DESK

Tel: (33) 5 62 21 60 80 – Fax: (33) 5 62 21 60 90

For any Services requested in AOG conditions

A.O.G. Desk: Tel: (33) 5 62 21 62 00 – Fax: (33) 5 62 21 62 62

or at any other address the Provider may from time to time notify to the Company.

7.2 Work Orders follow-up

To obtain information on any Work Order the Company already placed, the Company shall contact the following service of the Provider:

For any Services requested in standard and/or critical conditions

ATR SPARES DISTRIBUTION DESK

Tel: (33) 5 62 21 60 80 – Fax: (33) 5 62 21 60 90

For any Services requested in AOG conditions

A.O.G. Desk: Tel: (33) 5 62 21 62 00 – Fax: (33) 5 62 21 62 62

or at any other address the Provider may from time to time notify to the Company.

8. INSURANCES

8.1 At all times during the Term of this Agreement, the Company shall maintain in force aircraft and comprehensive general liability insurance, including, without limitation, death and personal injury and property damage cover in respect of incidents involving aircraft to a level comparable with airlines of a comparable size and profile. The Company shall, on reasonable request, provide the Provider with evidence of the insurance maintained in accordance with this Clause.

8.2 Company shall at its own expense procure and maintain in full force and effect throughout the term appropriate insurance policies to be approved by Provider in its absolute discretion covering all the items of the Stock for the full replacement value as provided in Clause 2.4 of Exhibit 10. Provider shall be named as sole loss payee on all loss and physical damage policies and as an additional named insured on any liability policies. Moreover, the Provider will be designated the beneficiary of the insurance against losses and will also benefit from the appropriate waiver of recourse and rights of subrogation. Prior to the Start Date and upon each renewal of any policy, Company will supply Provider with certificates of insurance compliant with the terms and conditions set out in Exhibit 10 to this Agreement.

8.3 Each case a spare Main Element is required to be delivered by Provider to the Company pursuant to Exhibit 12 part II, the Company shall be responsible before shipment by Provider, for the provision of adequate

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insurance policy covering all risks with respect to the replacement spare Main Element both when installed on an Aircraft and while removed from the Aircraft, for the full replacement value of the replacement spare Main Element, including but not limited to: transportation to and from the Company, Aircraft ground coverage, war risk, flight risk and fire insurance. The Company shall provide the Provider with a copy of such certificate of insurance prior to delivery of said Main Element or replacement spare Main Element, which shall be subject to the Provider’s approval in its sole discretion before the delivery of the spare Main Element.

8.4 Intentionally left blank

9. WARRANTIES

From the date of Delivery of any item pursuant to the Agreement, the Company shall be entitled to the benefit of warranties, in respect of any item of these items depending on whether any such items are delivered new or used:

(i) For new LRU the warranty period shall be managed as per the relevant conditions defined in each applicable OEM warranty manual and for ATR72-600 Aircraft in the relevant clauses of the Sale Agreement.

(ii) For used LRU repaired and overhauled by the Provider, the warranty period for any such items starts on the date of Delivery and shall end [*****] thereafter, whichever shall be the sooner.

(iii) New and/or used Main Elements Warranties are defined in the applicable OEM warranty manual.

10. PRICES

The price payable for the Services shall be the sum of the prices set out in this Agreement which are established in accordance with the economic conditions prevailing in Two thousand and ten (2010) and shall be subject to escalation as set out in Section 10.5.1.

Prices for Interim Fleet set herein shall only be applicable until the phase-out of the Interim Fleet.

10.1 The lease payment payable for the lease of the Stock (based on the Stock technical contents defined in Exhibit 3 and 10), as from the Start Date is a [*****]

(i) corresponding to [*****] per year of the Stock value which is set in Exhibit 10, Clause 2.4 if all the parts of the Stock are brand new; or

(ii) in the event the Provider delivers Used Serviceable Items to the Company as set out in Exhibit 10 Clause 2.4, the [*****] set forth in Clause 10.1 (i) above shall be payable from the Start Date until the date on which the last item of the Stock is delivered. On such date the Provider will notify in writing to the Company the exact and definitive Stock Value, and the revised monthly lease payment based upon [*****] of such Stock Value. Promptly after delivery of the last item of the Stock, Provider shall issue a credit equal to the difference between the total amount of lease payments actually paid by the Company since the Start Date and the price the Company should have paid for the Used Serviceable Items delivered by Provider according to the provisions of this Clause 10.1 (ii); the definitive Stock Value shall be determined with prices of items of the Stock, based on the current ATR spare parts Catalogue sales price for brand new item or based on [*****] of the current ATR spare parts Catalogue brand new sales price for serviceable item depending on the status of the item delivered.

10.2 The price payable by Company to Provider for the Standard Exchange service set out in Exhibit 11, is as follows:

• for Interim Fleet, ATR 72-200 aircraft:

[*****]

• for Final Fleet, ATR 72-600 aircraft:

* for a 72-600 fleet of up to [*****] aircraft:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

[*****]

* for a 72-600 fleet of [*****] aircraft or more:

[*****]

These prices are [*****] and assume the availabilities described on the list of LRUs defined in Exhibit 4.

10.3 The prices per airborne FH per Aircraft payable by Company to Provider for LRU, Main Elements, services set out in this Agreement are:

10.3.1 For LRU: [*****] per FH and per Aircraft, [*****]:

• for Interim Fleet, ATR 72-200 aircraft:

[*****]

• for Final Fleet, ATR 72-600 aircraft:

[*****]

10.3.2 For the Main Element services as defined in Exhibit 12 [*****] per Aircraft airborne FH or CY:

(i) propellers (2ea):

For Final Fleet, 568F:

(a) for maintenance

[*****]

Above propellers maintenance prices are defined as result of the following prices related to the maintenance of propeller hub, actuator, transfer tube and blades composing each propeller assembly:

Item	quantity	Aircraft age year 1 to 3	Aircraft age year 4 and beyond
Hub	1	[*****]	[*****]
Actuator	1	[*****]	[*****]
Transfer Tube	1	[*****]	[*****]
Blades	6	[*****]	[*****]

(b) for availability [*****]

Additional flat rates here under shall be applied for the following operations, as applicable:

(a) [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

For Final Fleet, [*****]

[*****] and,

(b) for each propeller blade nickel sheath replacement, a flat rate of:

For Final Fleet, [*****]:

[*****]

(ii) Intentionally left blank

(iii) landing gears (per shipset):

For Final Fleet, 72-600 landing gears:

(a) for maintenance [*****], plus

(b) for availability [*****]

10.4 Price for reconciliation

10.4.1 Intentionally left blank

10.4.2 Price for LRU removal rate reconciliation

Any point of difference, to be measured in units and tens, between the RRR and the MRR pursuant to the conditions set out in Clause I.3 of Exhibit 12, shall be invoiced or credited per airborne FH on the basis of:

For Final Fleet:

[*****]

For Interim Fleet:

[*****]

10.4.3 Anticipated scheduled Events

Parties agree that all prices for each Service subject to Scheduled Events are based on the achievement of the applicable maintenance program(s).

In case of deviation of the Scheduled Event maintenance program parameters by a number of [*****], such deviation shall be considered an Anticipated Event.

For any such Anticipated Event, whichever the context, Provider shall invoice Company the Lost Potential multiplied by the applicable price mentioned in Clause 10.3.

10.5 Prices adjustment

The adjustment conditions set out in Clauses 10.5.1 and 10.5.2 below [*****].

10.5.1 Commercial Conditions for price Adjustment

Prices of this Agreement will be adjusted [*****], in accordance with the following adjustment formula:

[*****]

where:

[*****]      is the [*****] for the year N+1,

[*****]      is the [*****] as determined by economical conditions of year N (current year),

[*****]      is the [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]  in the year N,

[*****]:  is the corresponding [*****] of the year N-1,

[*****]:  is the [*****] in the year N,

[*****]:  is the corresponding [*****] of the year N-1.

Escalation is subject to a [*****] for Stock, Clause 10.1, and Standard Exchange, Clause 10.2, services.

Escalation is subject to a [*****] for LRU repair service, Clause 10.3.1 and Clause 10.4.2.

Escalation is subject to a [*****] for Main Elements repair service, Clause 10.3.2.

Escalation is subject to a [*****] annual floor.

10.5.2 Technical Conditions for Prices Adjustment

Both Parties agree to modify the prices given in Clause 10 [*****] pursuant to Clause 11 if the operating parameters of the Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****]), change by more or less than [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of this Agreement.

As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters as a reference for the above calculation:

(i) [*****]

(ii) [*****]

10.6 Specific conditions

10.6.1 Company’s Aircraft fleet change(s)

[*****]

10.6.2 Unused Aircraft

During the Term, should any Aircraft remain temporarily unused for less than (30) days by the Company for whatever reason, the Company shall not request or obtain from the Provider a change in prices or terms and conditions set out in this Agreement in Clauses 10 and 12.

10.7 Maintenance Provision - Phase-in invoicing

No later than the first Scheduled Event or Anticipated Event, the Company shall pay to ATR an amount (“Maintenance Provisions”) corresponding for each Main Element and/or their sub-assembly, to the number of FH accrued since the last overhaul or since new as applicable, multiplied by the applicable rate defined in Clauses 10.3.2 and 10.5 and applicable at the date of the first event.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Should any Aircraft be subject to a Maintenance Reserves Agreement with ATR or ATR affiliated company, above Maintenance Provisions shall be deducted from the applicable Maintenance Reserves still available into ATR or ATR affiliate’s account for each related individual Main Element and/or their sub-assembly as applicable.

10.8 Maintenance Provisions refundable at termination of the Agreement

10.8.1 Upon termination of this Agreement with respect to one or more Aircraft and/or Services in accordance with the terms of this Agreement (except as a result of a Company Default) (the “Termination Date”), the Provider shall reimburse the Company Maintenance Provisions related to each Main Element or their sub-component and/or such terminated Services covered by this Agreement based on [*****] of the amount set out in Clause 10.3.2 for maintenance services (the “Refund Amount”), taking into account the price applicable [*****] as per Clauses 10.5 and when applicable adjusted every [*****] as per Clause 10 and 11, for each FH or CY performed for Main Elements: between the re-installation on such Aircraft after the last shop repair or overhaul or exchange occurred under this Agreement, as evidenced in the relevant EASA, FAA, TC, or ANAC release form and ending on the Termination Date.

Should any Aircraft be an ATR and/or ATR affiliate’s property, then Refund Amount shall be reimbursed to the owner.

Provider shall only be required to reimburse the Refund Amount provided that:

(i) the Company returned to the Provider all replacement spare(s) Main Element(s), items of the Stock, Core Items and Unserviceable LRU the Provider may have delivered or be expected from time to time according to the terms of this Agreement, and

(ii) The Company paid to the Provider all due amounts, and

(iii) The Company is not in Default of any of its obligations under this Agreement.

(iv) The related maintenance service is not subject to payment on event.

10.8.3 It is also understood that airborne FH and/or CY to be taken into account for such a refund process are only those accrued on original Main Element(s) of Aircraft when fitted on Company’s Aircraft or alternatively spare(s) main elements of Company property. FH and/or CY accrued on replacement spare Main Element(s) provided by the Provider to the Company under this Agreement and/or any Main Element(s) different from those installed on Aircraft on the date they were originally delivered to the Company or not owned by the Company shall not be taken into account in this refund process.

11. RECONCILIATION & AUDIT

During the Term, the Company shall provide the Provider with the actual number of airborne FH and cycles each Aircraft has accumulated during each Month, this information to be transmitted to the Provider not later than the tenth (10th) day of the immediately following Month. Furthermore, Company shall provide the Provider each Month with the detail per Aircraft of Main Element S/N installed/removed and their accrued FH and cycles.

Every [*****], the Parties will record the actual number of FH and/or CY accumulated in the preceding [*****] in order to reconcile the total amount due to Provider during the relevant [*****] period with the total amount actually paid by the Company for the preceding [*****] period.

Such half-yearly reconciliation may include if necessary any price adjustment to be performed in accordance with Clause I.3 of Exhibit 12 and Clause 10.

During the Term the Company shall at any reasonable time authorize the Provider and/or its agents to inspect the Company’s facilities or in any other place where the Aircraft or its records may be positioned with a previous notice of fifteen (15) Days, the exact number of accumulated FH and CY for any Aircraft and Main Elements or LRU operating or maintenance records.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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For the first year of Agreement reconciliation will take place every three (3) months.

12. INVOICING AND PAYMENT TERMS

12.1 Without limiting the obligation of the Company to make payments as provided in Article 10 above, the Company undertakes to pay the Provider the following amounts in accordance with the payment terms specified in Clause herein.

The invoicing for the Interim Fleet will be treated through the Supplemental Rent Agreement(s) for each Aircraft of the Interim Fleet, except for Clauses 12.1.1 (iv) and (v), and Clauses 12.1.2 (iv) and (v), and Clauses 12.1.3 (iv) and (v), which shall be invoiced directly through this Agreement.

12.1.1 For the three (3) first Months from Start Date

(i) [*****]

(ii) [*****]

(iii) [*****]

(iv) [*****]

(v) [*****]

(vi) [*****]

(vii) [*****]

12.1.2 For the fourth (4th) Month to the twelfth (12th) Month from Start Date

(i) [*****]

(ii) [*****]

(iii) [*****]

(iv) [*****]

(v) [*****]

(vi) [*****]

(vii) [*****]

12.1.3 As from the thirteenth (13th) Month from Start Date

(i) [*****]

(ii) [*****]

(iii) [*****]

(iv) [*****]

(v) [*****]

(vi) [*****]

(vii) [*****]

12.2 Unless otherwise set out herein, the Company shall pay all invoices issued by the Provider pursuant to this Agreement:

(i) within thirty (30) days after the date of the Provider’s invoice but in any case the payment date must be defined as the last day of the Month of reference for the services;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(ii) in US Dollars;

(iii) by swift wire transfer and

(iv) to the following bank account :

NATIXIS

48, Allées François Verdier – BP 293 – 31005 TOULOUSE CEDEX

Bank Code: [*****] – Branch Code: [*****]

Beneficiary: Avions de Transport Régional G.I.E.

Bank Account: [*****] – Key: [*****]

IBAN Code: [*****]

or such other account as the Provider may from time to time notify in writing to Company.

For the sake of clarity, the date of Provider’s invoice will be ten (10) Days before the first day of the Month of reference for the services.

12.3 Payments due to the Provider hereunder shall be made in full, without set-off, counterclaim, deduction or withholding of any kind. Consequently, the Company shall procure that the sums received by the Provider under this Agreement shall be equal to the full amounts expressed to be due to the Seller hereunder, without deduction or withholding on account of and free from any and all Taxes (including any tax required to be deducted or paid under the laws of in respect of amounts paid by Company to Provider), levies, imposts, dues or charges of whatever nature.

12.4 Any payment due to the Provider is payable on a day that is not a Business Day, such payment shall be payable on the immediately preceding Business Day;

12.5 If any payment due to the Provider is not received on the due date, without prejudice to any other of the Provider’s rights or remedies the Company shall in addition to payment of the price, pay interest at a rate per annum equal to the aggregate of [*****] on any sum remaining unpaid after the due date until the actual date of receipt by the Provider of the payment, such interest being calculated on a daily basis. The Company shall reimburse all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

13. SECURITY DEPOSIT

13.1 Upon signature of this Agreement, the Company shall pay to the Provider a cash deposit in an amount equal to:

(a) as from the Start Date and up to the date the Company pays to the Provider a cash deposit according to Clauses 13.1 (b) and 13.2, the aggregate of:

(i) [*****] provided to the Company by the Provider for the entire Interim Fleet, calculated as per above Clauses 10 and Clause 12.1.3, i.e. [*****]

(ii) [*****] of the Stock value at Start Date, i.e. [*****], such amount shall be accordingly adjusted to Stock change as set in Exhibit 10,

(b) as from the date of delivery of the first Aircraft of the Final Fleet, the aggregate of:

(i) [*****] of Services provided to the Company by the Provider for the entire Final Fleet, calculated as per above Clauses 10 and Clause 12.1.3, i.e. US Dollars TBD ($ TBD),

(ii) [*****] of the Stock value at the date of integration in this Agreement of the first aircraft of the Final Fleet, i.e. US Dollars TBD ($ TBD), such amount shall be accordingly adjusted to Stock change as set in Exhibit 10

to be held by the Provider pursuant to this Agreement (the “Security Deposit”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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13.2 The Provider agrees to waive the cash payment requirement for the Security Deposit, upon receipt of one (1) confirmed irrevocable Standby Letter of Credit reasonably acceptable to the Provider (in accordance with UCP for the documentary credit, 1993 revision, ICC publication N°500) for an amount equal to the amount of the Security Deposit set out in Clause 13.1 above (the “LOC”), and shall be confirmed by and domiciliated in NATIXIS, Toulouse, France.

13.3 The validity of the LOC shall exceed by [*****] the Term. However if the validity of the LOC, or the validity of the confirmation by NATIXIS, Toulouse, France is shorter than the Term plus [*****] the Provider agrees to waive the cash payment requirement for a period equal to the validity of the LOC or of the confirmation by NATIXIS, Toulouse, France (whichever is the shortest).

13.4 If the validity of the confirmation by NATIXIS, Toulouse, France and of the LOC have not been extended pursuant to the provisions of Clause 13.3, the Security Deposit will become immediately due and payable and the Provider will be entitled to withdraw such LOC.

13.5 The Security Deposit or LOC and any interest accrued thereon, will be the property of the Provider and will be non-refundable except as set out in this Agreement.

13.6 If, during the Term, the Company fails to comply with any of its obligations under or pursuant to this Agreement or any other agreement entered into between Provider and Company or is otherwise in Default hereunder or under any other agreement entered into between Provider and Company, the Provider may use, apply or retain all or any portion of the Security Deposit in or towards satisfaction of any sums due to the Provider by the Company hereunder or under any other agreement entered into between Provider and Company or to compensate or otherwise reimburse the Provider for any sums which it may in its discretion advance or expend as a result of any such failure or Default by the Company.

If the Provider so uses, applies or retains all or any portion of the Security Deposit such use, application or retention shall not be deemed a cure or waiver of any such failure or default, unless such application or retention has discharged in full the relevant sums then due and owing to the Provider by the Company and the Company shall, voluntarily or promptly upon written demand therefore, provide to the Provider with additional security in an amount sufficient to restore the Security Deposit to its original amount.

13.7 In the event of LOC being not in full force or for any reason ceasing to constitute the legal, valid and binding obligation of the issuer during the Term and, in the event that any such occurrence arises, the Company shall not within 15 (fifteen) calendar days of being notified by Provider of the occurrence of such an event have provided a replacement LOC, the Provider will have the right to terminate the Agreement by notice to the Company. The provisions of Clause 16.3 will then apply.

13.8 Subject to no Company Default having occurred and then continuing and/or any sums remain unpaid under or pursuant this Agreement or any other agreement entered into between Provider and Company, the Provider shall return to the Company (i) an amount equal to the balance of the Security Deposit not applied in accordance with this Agreement within [*****] calendar days after the termination or expiration of this Agreement.

14. LIMITATION OF LIABILITY

14.1 THE TERMS AND CONDITIONS SET OUT IN ARTICLE 9 OF THIS AGREEMENT SET OUT PROVIDER’S ENTIRE LIABILITY WITH RESPECT TO ALL GOODS AND SERVICES SUPPLIED HEREUNDER AND COMPANY AGREES THAT, TO THE FULLEST EXTENT PERMIITED BY LAW, :

(I) ALL OTHER CONDITIONS, WARRANTIES AND TERMS EXPRESSED OR IMPLIED BY LAW, STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY EXCLUDED; AND

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

(II) THE PROVIDER SHALL NOT HAVE ANY LIABILITY IN CONTRACT OR IN TOR [*****] EXCEPT INSOFAR AS THE SAME RESULTS FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF THE PROVIDER; AND

(III) [*****]

14.2 NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS CLAUSE 14, NOTHING CONTAINED IN SUCH PROVISION SHALL AFFORD TO THE PROVIDER ANY WIDER EXCLUSION OF ANY LIABILITY OF THE PROVIDER FOR DEATH OR PERSONAL INJURY THAN THE PROVIDER MAY EFFECTIVELY EXCLUDE HAVING REGARD TO THE PROVISION OF ANY APPLICABLE LAW.

15. INDEMNITY

THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, SUITS, JUDGMENTS, EXPENSES, PENALTIES, FINES OR INDEMNITY PAYMENTS OF WHATSOEVER KIND AND NATURE INCLUDING, WITHOUT LIMITATION, FOR OR ON ACCOUNT OF, OR ARISING FROM, OR IN WAY CONNECTED WITH, INJURY TO OR DEATH OF ANY PERSONS (OTHER THAN PROVIDER’S EMPLOYEES OR REPAIR SHOPS’ EMPLOYEES) WHATSOEVER OR LOSS OR DAMAGE TO ANY PROPERTY OF ANY PERSON (ANY OF THE FOREGOING BEING REFERRED TO AS A “CLAIM”) AND REGARDLESS OF WHEN THE SAME SHALL BE MADE OR INCURRED, WHETHER DURING OR AFTER THE TERM WHICH MAY FROM TIME TO TIME BE IMPOSED ON, INCURRED OR ASSERTED AGAINST ANY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH THE COMPANY’S ACTIVITIES WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH CLAIM IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES.

16. TERMINATION

16.1 Insolvency

During the Term, either Party may terminate all or part this Agreement pursuant to provisions of Clause 16.5 Termination Procedure, without prejudice to their rights and remedies under this Agreement and to the fullest extent permitted by Law, on the occurrence of one or more of the following events:

(i) the other Party admits in writing its inability to pay its debts as they become due or makes a general assignment for the benefit of creditors or becomes insolvent; and/or,

(ii) the other Party files a voluntary petition under bankruptcy or insolvency law; and/or,

(iii) the other Party petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; and/or,

(iv) the other Party commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganisation, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors; and/or,

(v) the other Party becomes the object of any proceeding or action of the type described in above Clauses 16.1 (iii) and 16.1 (iv) and such proceeding or action remain undismissed or unstayed for a period of at least sixty (60) calendar days; and/or,

(vi) the other Party is divested of a substantial part of its assets for a period of at least sixty (60) calendar days;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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16.2 Company’s Default

(a) On the occurrence of one or more of the following events:

(i) the Company ceases to operate the Aircraft for any reason whatsoever; and/or

(ii) any Operational LRU and any replacement spare Main Element, delivered by the Provider to the Company pursuant to Exhibits 10, 11 and 12 to this Agreement is used on an aircraft which is not any Aircraft or to benefit to any third party not a party to this Agreement; and/or

(iii) any Unserviceable LRU delivered by the Company to the Provider for repair or overhaul under this Agreement prove to come from an aircraft which is not any Aircraft; and/or

(iv) any event or series of events occurs which, in the reasonable opinion of the Provider may be expected to have a material adverse effect on (i) the ability of the Company to comply with its obligations under this Agreement or (ii) the Company’s financial condition or business operations;

(v) the Company fails to observe or perform any of its obligation expressed to be assumed by it under the Agreement;

and

(b) such event (a “Company Default”) continues for a period of more than five (5) Business Days after the receipt of a notice of default by the Company from the Provider to correct such Company Default, then the Provider may without prejudice to its other rights under this Agreement, by written notice to the Company:

(i) proceed by appropriate court action or actions to enforce performance of this Agreement, including the payment of all amounts due and payable by the Company to pursuant to this Agreement; and/or,

(ii) proceed by appropriate court action to recover damages for Company Default; and/or,

(iii) direct the Company to return the Stock forthwith, any Unserviceable LRU, any Core Item, any replacement Spare Main Elements and any leased Main Element (when applicable under this Agreement); and/or,

(iv) repossess the Stock, any Unserviceable LRU, any Core Item, any replacement Spare Main Element, and any leased Main Element (when applicable under this Agreement) and the Company agrees that the Provider may enter onto the Company’s premises where the Stock, any Unserviceable LRU, any Core Item, any replacement Spare Main Element and any leased Main Element (when applicable under this Agreement) may be located or cause the Stock, any Unserviceable LRU, any Core Item, any replacement Spare Main Element and any leased Main Element (when applicable under this Agreement) to be re-delivered to:

ATR Customer Support

C/O DHL Solutions

ZA du Pont Yblon

95500 Bonneuil en France – France

and/or,

(v) suspend all or part of this Agreement by way of notice of suspension which shall specify the Services and/or items undelivered or unfurnished on the date of such suspension for which such partial suspension shall be effective until such Company Default is corrected;

and/or

(vi) terminate all or part of this Agreement as it considers appropriate in its absolute discretion pursuant to provisions of Clause 16.5 Termination Procedure.

16.3 Party’s Default

Either Party shall be entitled to terminate this Agreement during the Term pursuant to provisions of Clause 16.5 Termination Procedure, without prejudice to its other rights and remedies under this Agreement, if the other Party fails to observe or perform any of its obligation expressed to be assumed by

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CONFIDENTIAL TREATMENT REQUESTED

it under the Agreement, and such failure (“Default”) if capable of being remedied, continues for a period of more than ten (10) calendar days after the receipt of a notice of default to remedy such Default.

16.4 Early Termination Fees

(i) Notwithstanding the provisions of this Clause 16 and in addition to the latter and/or any other provision of the Agreement and provided that the Provider is not in Default, if the Agreement is terminated before the Term by the Company and/or following a Company Default, the Company shall pay to Provider an early termination fee equivalent of:before delivery of the first ATR 72-600 Aircraft:

            [*****]

(ii) after delivery of the first ATR 72-600 Aircraft:

            [*****]

at least thirty [*****] after such early termination.

For the sake of clarity, if the Final Fleet is not integrated in the Agreement, only Clause 16.4 (i) will be applicable.

16.5 Termination Procedure

16.5.1 To the fullest extent permitted by Law and/or the Agreement, the termination of all or part of this Agreement, for any reason whatsoever, pursuant to Clause 3 or 16, as applicable, shall become effective within five (5) calendar days from receipt of a notice of termination by the relevant Party from the other Party, without it being necessary to take any further action or to seek any consent from the relevant Party or any court having jurisdiction;

16.5.2 The rights of a Party to terminate all or part of this Agreement pursuant to Clause 16 shall be without prejudice to its other rights and remedies available to seek termination of all or part of this Agreement before any court having jurisdiction pursuant to any failure by the relevant Party to perform its obligations under this Agreement;

16.5.3 If a Party decides to terminate part of this Agreement, the notice of termination shall specify the Services and/or items undelivered or unfurnished on the date of such termination for which such partial termination shall be effective;

16.5.4 Any Work Order placed prior to the termination of the Agreement shall remain valid, subject to (i) any sum due by the Company to the Provider under the Agreement and/or any other agreement between the Provider and the Company is paid and (ii), when applicable, the Company has paid in advance the relevant Work Order price;

16.5.5 Notwithstanding the provisions hereabove, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Company Default, the Company will indemnify and pay to the Provider from time to time on demand against any Loss which the Provider may sustain or incur directly or indirectly as a result of such Company Default, including without limitation:

(i) all costs and expenses incurred by the Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element, any leased Main Element (when applicable under this Agreement) and in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item, any Spare Main Element and any leased Main Element (when applicable under this Agreement) on condition and in storing and insuring following such repossession; and/or,

(ii) all costs, expenses, loss of profit incurred and/or suffered by the Provider in remarketing the Stock.

The Provider will use reasonable endeavours to mitigate such Loss (to the extent within its control to do so), but it shall not be obliged to consult with the Company concerning any proposed course of action or to notify the Company of the taking of any particular action.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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16.5.6 Notwithstanding the provisions here above, and to the extent permitted by Law and/or the Agreement, if the Agreement is terminated following a Default, the Defaulting Party shall indemnify and pay to the Non-Defaulting Party from time to time on demand against any Loss which the Non-Defaulting Party may sustain or incur directly or indirectly as a result of such Default, including without limitation, all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the Non-Defaulting Party and/or its professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to enforce, perfect, protect or preserve) any of its rights, or in suing for or recovering any sum, under this Agreement.

The Non-Defaulting Party will use reasonable endeavours to mitigate such Losses (to the extent within its control to do so), but it shall not be obliged to consult with the Defaulting Party concerning any proposed course of action or to notify the Defaulting Party of the taking of any particular action.

16.5.7 Since the Security Deposit and any interest accrued thereon, is the property of the Provider and is not non-refundable except as set out in this Agreement, the Provider may, pursuant to Clause 13 - Security Deposit and without prejudice to any other rights and remedies available to it under this Agreement or by Law, use, apply or retain all or any portion of the Security Deposit in or towards satisfaction of any sums due to it by the Company hereunder or under any other agreement entered into between it and Company or to compensate or otherwise reimburse the Provider for any sums which it may in its discretion advance or expend as a result of any Company Default and/or Default by the Company.

16.5.8 If this Agreement is terminated upon the Expiry Date, the Company will indemnify the Provider and pay to the Provider from time to time on demand against any Loss which the Provider may sustain or incur directly or indirectly as a result of the Termination of this Agreement upon the Expiry Date, including without limitation:

(i) any amounts the Company owes the Provider under this Agreement;

(ii) all costs and expenses incurred by the Provider in recovering possession of the Stock, any Unserviceable LRU, any Core Item, any spare Main Element, any leased Main Element (when applicable under this Agreement) and in carrying out any works, repair, re-certification, overhaul or replacement required to put the Stock, any Unserviceable LRU, any Core Item and any spare Main Element on condition and in storing and insuring the Stock, any Unserviceable LRU, any Core Item, any spare Main Element and any leased Main Element (when applicable under this Agreement), following such repossession;

(iii) all legal fees and out-of-pocket expenses, stamp, documentary, registration or other like duties, taxes or charges incurred by the Provider and/or the Provider’s professional advisers, in connection with enforcing, perfecting, protecting, or preserving (or attempting to enforce, perfect, protect or preserve) any of the Provider’s rights, or in suing for or recovering any sum, under this Agreement.

The Provider will use reasonable endeavours to mitigate such Losses (to the extent within its control to do so), but the Provider shall not be obliged to consult with the Company concerning any proposed course of action or to notify the Company of the taking of any particular action.

17. CONDITIONS PRECEDENT

The Provider’s obligations hereunder shall be subject to each of the following conditions precedent having been met (or waived) to the Provider’s satisfaction at the latest the 10^th calendar day from the date of signature of this Agreement:

(i) The Registration form filled-in by the Company providing Provider with the administrative data necessary to enable correct administration of this Agreement including, without limitation, the invoicing address, delivery address, forwarding agent;

(ii) Certified true copies of the constitutive documents of the Company, and certified true copies of a power of attorney or of the minutes of the meetings of the relevant corporate act of the Company (as the case may be) appointing and authorizing the relevant representatives and persons to sign this Agreement on behalf of the Company;

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 28 of 70

(iii) An incumbency certificate setting out the names and signatures of the persons referred to in paragraph (ii) above;

(iv) A fully executed original of this Agreement;

(v) A statement signed by a duly authorized officer of the Company recording the status (s/n, TSN TSO CSN CSO TSHSI TSLSV) of each Main Element of each of the Aircraft as at the date of signature of this Agreement; and

(vi) Certificates of insurance detailing the coverage of each policy and confirming the agreement of the approved underwriters to the insurance and reinsurance requirements of this Agreements in compliance with Clause 8; and

(vii) the Security Deposit in compliance with provisions of Clause 13;

(viii) Phase-in as set out in Clause 10.7.

18. NOTICES

All notices and requests required or authorized hereunder shall be given in writing and in English (or, if not in English, with a certified English translation) either by personal delivery to an authorised representative of the Party to whom the same is given or by registered mail (return receipt requested) or by facsimile.

If there is a difference between the English language version of any such notice or request and any version in any other language, the English language version shall apply.

The date upon which any such notice or request is so personally delivered or if such notice or request is given by registered mail (return receipt requested) or by facsimile, the date upon which it is received by the addressee shall be deemed to be the effective date of such notice or request.

The Provider shall be addressed at:

AVIONS DE TRANSPORT REGIONAL, G.I.E.

1, allée Pierre Nadot

31712 Blagnac CEDEX

France

Attention:	Mr Sébastien GOUAICHAULT
Fax         +33 5 62 21 67 40

The Company shall be addressed at:

AZUL

Alameda Surubiju,

2010 Alphaville Industrial, Barueri

São Paulo, Brazil CEP 06455-040

Attention:	Mr. Gerald Lee (Legal Issues) and
	Mr. Eduardo Ramos (Commercial Issues)
Fax         55 11 4134-9890

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19. CONFIDENTIALITY

19.1 Confidentiality Obligations

Unless otherwise provided in this Agreement, this Agreement, any and all other related documents and any and all documents released by either of the Parties (the “Disclosing Party”) to the other Party (the “Receiving Party”) in conjunction with the transaction contemplated by this Agreement shall be treated by both Parties as confidential and shall not be released in whole or in part to any third Party.

In particular, the Receiving Party undertakes:

• To keep the Confidential Information strictly confidential, not to deliver, disclose of publish it to any third Party including subsidiary companies and companies having an interest in its capital, except as otherwise agreed in writing by the Disclosing Party;

• To use the Confidential Information solely for the purpose defined herein and except as otherwise expressly agreed in writing by the Disclosing Party, not to use the same or permit its use for any other purpose;

• To disclose the Confidential Information only to those of its direct employees having a need to know such Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of the strictly confidential nature of the Confidential Information and caused them to observe said conditions of confidentiality. The Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, to whom Confidential Information is communicated, which list shall be made available to the Disclosing Party at its request;

• not to make any press release concerning the whole or any part of the transaction contemplated by this Agreement (or of any future amendment hereto) without the prior consent of the other Party hereto;

• not to duplicate the Confidential Information nor to copy or reproduce the same beyond the limited purpose of the Agreement;

• not to disclose Confidential Information to any third Party, unless such third Party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish one or more of the purpose of the Agreement; provided however, that prior to any such disclosure the following conditions is satisfied: the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, which approval may be not unreasonably withheld or delayed.

• Immediately notify the Disclosing Party if a disclosure of Confidential Information is required by a governmental authority and to use all reasonable effort to assist the Disclosing Party in opposing such disclosure if applicable;

• Upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or inadvertent, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable actions (i) to retrieve the disclosed Confidential Information, (ii) to destroy any unauthorised copies thereof and (iii) to stop further disclosure.

19.2 Non application of confidentiality obligations

The obligations of Receiving Party with respect to Confidential Information as set forth in Clause 19.1 above shall not be applicable to information which:

(a) at the date of signature of the Agreement Party was part of the public domain other than by a violation of the Agreement, or any other non-disclosure agreement or the applicable law of any jurisdiction; or

(b) was already lawfully known by the Receiving Party, as evidenced by written records bearing an unquestionable date, prior the signing of the Agreement by the Disclosing Party and was without restriction; or

(c) was lawfully disclosed to the Receiving Party subsequently to the signature of the Agreement by a third Party which had not received the same directly or indirectly from the Disclosing Party and that such disclosure does not violate any non-disclosure agreement.

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CONFIDENTIAL TREATMENT REQUESTED

19.3 Permitted Disclosure of Confidential Information

Notwithstanding any provision to the contrary in the Agreement, the Receiving Party shall be entitled to disclose Confidential Information if required to do so:

(a) by order of a court or government agency of competent jurisdiction, or

(b) by any applicable law;

provided, however, that prior to making such disclosure, the Receiving Party shall if possible advise the Disclosing Party of the circumstances requiring such disclosure in order to afford the Disclosing Party sufficient advance notice to permit to raise any objections that it may deem appropriate.

19.4 Disclosing Party’s Proprietary Rights

Any Confidential Information shall remain the property of the Disclosing Party. The Agreement shall not be construed as granting or conferring to the Receiving Party, either expressly or by implication, any license or proprietary interest in or to any Confidential Information nor any right of use beyond the purpose expressly authorised herein.

No title to or other ownership interest in the Confidential Information is transferred except as specifically stated in the Agreement, and the Receiving Party hereby expressly disclaims any such rights or interests.

The Receiving Party hereby acknowledges and recognises that Confidential Information is protected by copyright laws and international treaty provisions.

This clause shall survive termination or expiry of this Agreement for a period of five (5) years following such termination/expiry.

20. TAXES

The prices set out in this Agreement [*****] and [*****] shall not be required to pay and the [*****] shall bear, any present or future Taxes in any country on the delivery [*****] of goods and services to the Company pursuant to the requirements of this Agreement including the following:

(i) Taxes levied on goods imported into or services to be delivered under this Agreement; and,

(ii) Taxes levied on materials, equipments, tools and documentation imported temporarily which are required for the performance of this Agreement; and,

(iii) Taxes levied in the Company’s country for goods or services delivered by Provider to the Company; and,

(iv) Value Added Taxes, sales tax, services tax, or any similar taxes imposed in any country, on goods or services delivered to the Company.

In the event any of the items above are levied upon Provider, Provider shall immediately notify the Company. The Company, within five (5) Business Days of receipt of such notification from Provider shall either cause the charge to be waived or pay the charges directly. For those items above that Provider is required by law to pay, Provider will charge the Company and the Company shall reimburse Provider in an amount which leaves the Provider in the same economic situation as if such payment of charges and reimbursement thereof had not been required.

If the Company is required by Law to make a withholding of taxes on the payments due to Provider under this Agreement, the Company shall bear the cost of these expenses so that the payment received by Provider after such withholding tax shall be the same amount of the prices described herein.

For sake of clarity, Provider shall bear the French income tax assessed on Provider’s income and net profits in France.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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21. SEVERABILITY

If at any time any provision of this Agreement is or becomes illegal, invalid or cannot be enforced in any respect in any jurisdiction, neither:

(i) the legality, validity or enforceability in that jurisdiction of any of the other provisions of this Agreement; or

(ii) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement,

will be affected or impaired thereby.

22. WHOLE AGREEMENT

This Agreement is the whole agreement between the Provider and the Company for providing the Services and supersedes and replaces all previous agreements, understandings, commitments or representations whatsoever whether oral or written.

23. AMENDMENTS

This Agreement may only be varied or amended by a written document duly executed by both Parties or by their duly authorized representatives.

24. ASSIGNMENT

The Company may not assign or transfer all or part of its rights and obligations under this Agreement to any person without the written consent of the Provider, which consent shall not be unreasonably delayed or withheld. The Provider may at any time assign or transfer all or part of its rights and obligations under this Agreement to any person provided that such assignment or transfer is notified to the Company.

25. GOVERNING LAW & JURISDICTION [INCLUDE PROVISION FROM PURCHASE AGREEMENT]

25.1 Governing Law

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Agreement in all respects shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Contract).

25.2 Arbitration

Any dispute (a “Dispute”) arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) (the “Rules”), which Rules are deemed to be incorporated by reference into this arbitration agreement.

The arbitral tribunal shall consist of three (3) arbitrators. The seat of arbitration shall be New York, U.S.A. All hearings shall take place in New York, New York and the language of the arbitration shall be English.

The governing law of this arbitration agreement shall be the substantive laws of the State of New York, U.S.A.

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26. MISCELLANEOUS

26.1 The time stipulated in this Agreement for all payments by Company to the Provider and for the Provider to perform its obligations under this Agreement shall be of the essence.

26.2 Clauses 16, 21 and 22 and any obligation to pay liquidated damages and/or Clauses which by their terms are expressly intend to survive the expiry or termination of this Agreement shall survive and continue in full force and affect notwithstanding the expiration or any termination of the Agreement. The obligations of the Parties with respect to indemnities under this Agreement and all other obligations of the Parties which by nature are intended to survive the termination of this Agreement shall survive notwithstanding the termination of all or part of this Agreement.

26.3 Each Party shall, and shall use all reasonable endeavours to procure that third Parties shall, execute and sign such documents and do such acts and things as any other Party shall reasonably request in order to carry out the intended purpose of this Agreement or to establish, perfect, preserve or enforce that Party’s rights under this Agreement.

26.4 Negation of Waiver: failure of either Party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver or forbearance by such Party of such provisions or in any way affect the validity of this Agreement or part thereof.

26.5 Relationship of the Parties: the relationship of the Parties hereto shall be that of independent Parties and not that of principal and agent. Neither Party shall represent itself as the agent of the other.

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This Agreement has been executed in two (2) original copies in the English language and shall be subject to Provider’s board approval which will have to be released within thirty (30) Days from the signature of this Agreement.

On behalf of:		On behalf of:
AZUL		AVIONS DE TRANSPORT REGIONAL
(Company)		(Provider)
Signed by:	Gerald B. Lee	Signed by:	Luigi Mollo
Function:	Director	Function:	Vice-President Commercial Customer Services

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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT 2 – “Intentionally Left Blank”

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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3 – STOCK

The following Exhibit 3 is composed of three (3) pages, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-BUS POWER,AC	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	CONTROL UNIT-GENERATOR,DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER,KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY,KG	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC,AUXILIARY,DC	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 38 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	LEVER-CONTROL,L/G	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR,SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION,WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED,STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 39 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED,AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	INDICATOR-NP,PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE,HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED,KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY,INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 40 of 70

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4 – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES

The following Exhibit 4 is composed of six (6) pages, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 41 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	CONTROLLER-TEMPERATURE	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	EXTRACTOR-WATER	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-GASPER	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	INDICATOR-COMPT/DUCT TEMP	[*****]
[*****]	REGULATOR-PRESSURE	[*****]
[*****]	SELECTOR-TEMPERATURE	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	VALVE CHECK-AIR BLEED	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	VALVE-CHECK,ECS DISTRIBUTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-HOT BYPASS	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	ROD-DYNAMOMETRIC,ELEVATOR	[*****]
[*****]	ROD-DYNAMOMETRIC,RUDDER	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 42 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	DECODER-SELCAL	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	SELECTION PANEL-SELCAL CODE	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	AMMETER-BATTERY CH/DISCH	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	CONTROL UNIT-BUS POWER,AC	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	CONTROL UNIT-GENERATOR,DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	PANEL-AC/DC PARAMETER MEASURING	[*****]
[*****]	RELAY	[*****]
[*****]	RELAY	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSFORMER-GROUND POWER CURRENT,AC	[*****]
[*****]	TOILET-PSU	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	DETECTOR UNIT-ENGINE OVERHEAT	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	AILERON GUST-LOCK ACTUATOR	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	CENTERING UNIT-RELEASABLE	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 43 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DAMPER-RUDDER	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	RESTRICTOR-FLAP VALVE BLOCK	[*****]
[*****]	FLOW,EXTN LI	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	ACTUATOR-FUEL CROSSFEED VALVE	[*****]
[*****]	ACTUATOR-FUEL LP VALVE	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	CLINOMETER-ROLL ATTITUDE	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER,KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY,KG	[*****]
[*****]	INDICATOR-FUEL TEMP,TANK	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	PRESELECTOR-FUEL QUANTITY,KG	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	VALVE-CROSSFEED	[*****]
[*****]	VALVE-FUEL LP	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	ACCUMULATOR-LINE	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	INDICATOR-PRESSURE,TRIPLE	[*****]
[*****]	MODULE-PRESSURE	[*****]
[*****]	PUMP-ELECTRIC,AC	[*****]
[*****]	PUMP-ELECTRIC,AUXILIARY,DC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	CONTROLLER-DE ICING,STANDBY	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	HEATER-DUAL DISTRIBUTOR VALVE	[*****]
[*****]	MOTOR-WIPER,CAPTAIN	[*****]
[*****]	MOTOR-WIPER,F/O	[*****]
[*****]	RESISTOR-HORN ANTI ICING,LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING,LH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI ICING,RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI-ICING,RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING,RUDDER	[*****]
[*****]	SEPARATOR-WATER	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 44 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	INTERFACE UNIT AIRCRAFT PERFORMANCE	[*****]
[*****]	(APIU)	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	QUICK ACCESS RECORDER	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	LEVER-CONTROL,L/G	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-RELIEF,LOW PRESSURE	[*****]
[*****]	VALVE-SELECTOR,LG	[*****]
[*****]	VALVE-SELECTOR,SWIVEL	[*****]
[*****]	VALVE-SOLENOID,N/W STEERING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION,WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-LOGO	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN,LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN,RH	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	ADAPTER BOX,ADF/ATC	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY,MILLIBARS	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 45 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	AMPLIFIER-AUDIO MIXER	[*****]
[*****]	ANTENNA-RADIO-ALTIMETER RECEPTION	[*****]
[*****]	AUXILIARY FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	COMPENSATOR-REMOTE MAGNETIC	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONVERTER-ANALOG/DIGITAL	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED,STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	MULTISYSTEM CONTROL DISPLAY UNIT-GNSS	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION (GNSS syst.)	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	CYLINDER-OXYGEN (PORTABLE)	[*****]
[*****]	INDICATOR-OXYGEN HP	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	CONTROLLER-AIR LEAK DETECTION	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 46 of 70

CONFIDENTIAL TREATMENT REQUESTED

[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED,AIR BLEED	[*****]
[*****]	VENTURI-HP	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	CONTROL UNIT-ARMOURED COCKPIT DOOR	[*****]
[*****]	ACTUATOR-PNEUMATIC	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	ELECTROVALVE	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	INDICATOR-NP,PROPELLER	[*****]
[*****]	INTERFACE UNIT-PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	SWITCH-PRESSURE,HYDRAULIC	[*****]
[*****]	SYNCHROPHASER-PROP	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED,KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY,INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 47 of 70

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 5 – EXCLUSIONS TO THIS AGREEMENT

1. General Provisions

The repair and overhaul of the following units and systems and following cost or rectification due to the events set forth below are expressly excluded from this Agreement:

• 1 - ATA 32 (Landing gears)

• Wheels, brakes and tires.

• 2 - ATA 61 (Propellers) – 71 to 80 (Engines)

• Engines Q.E.C. kits, wiring harness, ejector fuel waste,

• Engine shockmounts (rubber cushions are consumables)

• Engine fire extinguisher bottles, and bottle-heads, igniter plugs

• Propellers bottom seals and brush-blocks

• Propeller brake disks change

• Engine Control Trend Monitoring & boroscope inspections performance and data sort out

• 3 - ATA 24 (Electrical Power)

• All batteries (normal and emergency), included those for emergency power supplies,

• All batteries of ULB (DFDR and CVR beacons),

• ELT batteries

• Starter-generator brushes change (unless when due during overhaul)

• 4 - ATA Chapter 25 (Cabin interiors/Equip-Furnishing) – 30 – 35 – 38 – 49 – 52 to 57 (Structural-Airframe)

• All components of ATA chapters 25 – 38 – 49 – 52 (except the ones listed into Exhibit 4 – Pool coverage) – 53 to 57

• Performance of Line/service checks, A checks [*****] but component repair and/or standard exchange are available according to Exhibit 11 and Exhibit 12

• Performance of C checks [*****] calendar and cyclic visits but component repair and/or standard exchange are available according to Exhibit 11 and Exhibit 12

• All lining panel, carpets, cabin windows, cockpit windscreens

• All doors and associated systems, however the cargo door actuator unit is covered by the Agreement

• All seats (crew and passengers)

• Strip lights

• Oxygen masks and crew breathing hoods

• Cockpit and cabin oxygen bottles, Cockpit and cabin extinguishers, and extinguishers bottle heads

• Crew and passengers life vests

• Cockpit windshields and cabin windows

• All galleys, galley fittings and galley sub-components, hot jugs, oven

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 48 of 70

CONFIDENTIAL TREATMENT REQUESTED

• Toilets and their related components and consumables

• 5 - VARIOUS

• All items of low value (U.P. brand new less than [*****] pursuant to ATR prices)

• All expendable items (consumables, parts that are not repairable i.e. that cannot be repeatedly rehabilitated to a fully serviceable condition by disassembling the unit, inspect, repair or replace internal parts damaged or faulty, according to OEM maintenance manuals)

• Units received in incomplete condition or without data (TSN, TSO, CSN, CSO, log books, Warr. Claim, as applicable): related additional invoices may be issued

• Units received in damaged conditions due to Abnormal Use, mishandling, incorrect storage or FOD

• Embodiment of modifications to comply with AD or SB recommended/optional modification required by Company except for Stocks items

• Replacement or repair of unapproved or non traceable hardware or consumable or component items

• CVR and DFDR memory and/or tape read outs

• Fire sensing loops and relevant elements

• Component installed by retrofit pursuant to STC apart from Aircraft manufacturer involvement

• Transportation costs & risks for all shipping to & from ATR Logistic center or the designed overhaul shop for Main Elements

2. Exclusions from the standard exchange service set out in Exhibit 11

The following activities, services, repairs, replacements, and their related costs (labor and parts) are not covered by the prices set out in Clause 10 and the Company shall bear their cost and expenses, in addition to the prices set out in Clause 10:

(i) solve any or all Airworthiness Directive(s) requirements, such as incorporation of mandatory modifications or any optional modification on LRU(s) and/or on Aircraft, or

(ii) arrange LRU(s) fitted on Aircraft to comply with Aircraft redelivery conditions or delivery conditions to a third Party, or

(iii) arrange any part of Company own inventory if any, to be replaced, or maintained, re-certified, tested, checked, for stock management and/or maintenance reasons (shelf life, cure dates, …).

3. Exclusions from the LRU maintenance service set out in Exhibit 12 part I:

The following activities, services, repairs, replacements, and their related costs (labor and parts) are not covered by the prices set out in Clause 10 and the Company shall bear their cost and expenses, in addition to the prices set out in Clause 10:

the repair of an Unserviceable LRU or additional costs resulting from Abnormal Use, hard handling, corrosion, abrasion and/or missing item(s), except to normal wear and tear.

(i) Provided Company was notified of missing data and if such data was not provided within (7) days of notification, then any delay incurred in repairing or overhauling any Unserviceable LRU due to the lack of data from the Company, such as but not limited to: the warranty claim, TSN, CSN, TSO, CSO information when applicable;

(ii) the repair or overhaul of any Unserviceable LRU should it be required to be performed pursuant to any Aircraft redelivery conditions or delivery conditions to any third Party;

(iii) LRU modification costs, as specified in Clause I.5 of Exhibit 12, including those which would be required to be incorporated on any Unserviceable LRU delivered to the Provider by the Company as a standard exchange counterpart, to upgrade it at the same technical standard as an LRU delivered by the Provider to the Company pursuant to Clause 3.2 of Exhibit 11;

(iv) any cost and expense, direct and/or indirect, that may arise out of or may be connected with any additional technical expertise and/or counter expertise to be performed on any LRU, at the Company’s request, in the event the Company challenge the Provider’s primary expertise, or repair cost estimation, or repair solution.

(v) The replacement of any Unserviceable Line Replaceable Units found Beyond Economical Repair and/or Technically Non Repairable.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 49 of 70

4. Exclusions from the main elements maintenance service set out in Exhibit 12 part II:

The following activities, services, repairs, replacements, and their related costs (labour and parts) are not covered by the prices set out in Clause 10 and the Company shall bear their cost and expenses, in addition to the prices set out in Clause 10:

(i) all costs of technical modifications that may be incurred due to the embodiment on Main Elements of Airworthiness Directives, Service Bulletins, optional or recommended modifications;

(ii) the costs of maintenance, repair or replacement of items and systems listed in Exhibit 5 or the use of unapproved or non traceable engine, propellers or landing gears hardware or component and related to the Main Elements;

(iii) the maintenance and repair costs relating to any failure of the Company to observe or comply with its obligations under this Agreement;

(iv) the replacement cost of a Main Element or part of Main Element that is declared not repairable and/or BER and/or TNR; or

(v) the repair or replacement costs of parts due to internal or external corrosion findings, except to normal wear and tear

In addition, the Provider may refuse to lease any replacement spare Main Element should it be required to solve any or all Airworthiness Directives requirements or to perform any staggering program or to arrange the Main Element complying with Aircraft redelivery conditions, in the event that the Company fails to perform the line check/maintenance tasks as set out in the OEM manual and/or the Aircraft Maintenance Manual, as applicable, and/or the conditions specified in Clauses II.1.2, II.2 and II.3 of Exhibit 12.

5 Intentionally left blank

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 50 of 70

EXHIBIT 6 - ATR STANDARD WORK ORDER FORMS

ORDER DATE: Page 1/1

STANDARD EXCHANGE ORDER NUMBER:

(This form must be faxed to the number hereunder mentioned.)

FROM:	TO (Shipping address):
COMPANY NAME:	ATR Customer Services
AZUL	C/O DHL Solutions ZA du Pont Yblon 95 500 Bonneuil-en-France FRANCE Fax: +33 562 21 60 90
Sender:	Phone: +33 542 21 60 80
Fax:	AOG fax: +33 562 21 62 62
Phone:	AOG phone: +33 542 21 62 00

DATA RELATED TO STANDARD EXCHANGE REQUEST
	TYPE:		WARRANTY TYPE
A/C DATA	REGISTRATION:		VENDOR (OEM) :                     YES  ¨    NO  ¨
	MSN:		REPAIR                :                      YES  ¨    NO   ¨
DELIVERY LEAD-TIME REQUIRED:			AOG  ¨                     CRITICAL  ¨
REQUESTED UNIT DATA		REQUESTED PART HUMBER:
		DESIGNATION:
		REASON:

DATA RELATED TO CORE UNIT REMOVED FROM AIRCRAFT

PART NUMBER:

SERIAL NUMBER:

DESIGNATION:

REMOVAL DATE:

REASON FOR REMOVAL:

SHIPPING ADDRESS IF DIFFERENT FROM STANDARD SHIPPING ADDRESS

REMARKS

ATR Global Maintenance Agreement ATR form ref 6-1

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 51 of 70

ORDER DATE:

REPAIR ORDER NUMBER:     

This form must be enclosed inside the box with the unit and an advance copy must be faxed to the Front desk number mentioned hereunder or to the Warranty Desk in case of warranty claim.

FROM:	TO (Shipping address):
COMPANY NAME: AZUL	ATR Customer Services C/O DHL Solutions ZA du Pont Yblon 95 500 Bonneuil-en-France FRANCE
Sender:
Fax:	Front desk fax: +33 562 21 62 80 Warranty desk fax: +33 562 21 67 40
Phone:	Front desk phone: +33 562 21 60 80 Warranty desk phone: +33 562 21 64 31

DATA RELATED TO REMOVED UNIT
A/C DATA	TYPE:	MSN:		FH:
	REGISTRATION:			CY:
UNIT DATA	PART NUMBER:		TSN
	AMENDMENT:		CSN:
	SERIAL NUMBER:		TSO:
	DESIGNATION:		CSO:

REASON FOR REMOVAL

WARRANTY COVERAGE
UNIT ORIGIN:	ATR  ¨	OEM  ¨	FWD FIT  ¨	WARRANTY TYPE:
ORIGINAL PO:				VENDOR (OEM):	YES  ¨	NO  ¨
ATR INVOICE:				REPAIR:	YES  ¨	NO  ¨
DELIVERY DATE:				ATR SPARES:	YES  ¨	NO  ¨
FH SINCE DELIVERY DATE :

REQUESTED WORK
REPAIR OVERHAUL BENCH TEST	¨   ¨ ¨	MODIFICATION  ¨  (Please indicate the requested SB and final P/N)
OTHER WORKS TO INCORPORATE / REMARKS

ATR Global Maintenance Agreement ATR form ref 6-2

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 52 of 70

ISSUE DATE: Page 1/1

STANDARD EXCHANGE CORE UNIT

RETURNED TO ATR POOL STOCK

This form must be enclosed inside the box with the unit.

FROM:	TO (Shipping address):
COMPANY NAME: AZUL	ATR Customer Services
	C/O DHL Solutions ZA du Pont Yblon 95 500 Bonneuil-en-France FRANCE
Sender:
Fax:
Phone:

DATA RELATED TO UNIT DELIVERED BY ATR

STANDARD EXCHANGE ORDER NUMBER:

PART NUMBER:

SERIAL NUMBER:

DATA RELATED TO CORE UNIT REMOVED FROM AIRCRAFT
A/C DATA	TYPE:	MSN:		FH:
	REGISTRATION:			CY:
CORE UNIT DATA	PART NUMBER:		TSN:
	AMENDMENT:		CSN:
	SERIAL NUMBER:		TSO:
	DESIGNATION:		CSO:

REASON FOR REMOVAL

WARRANTY COVERAGE
UNIT ORIGIN:	ATR  ¨	OEM  ¨	FWD FIT  ¨	WARRANTY TYPE:
ORIGINAL PO:				VENDOR (OEM):	YES  ¨	NO  ¨
ATR INVOICE:				REPAIR:	YES  ¨	NO  ¨
INSTALLATION DATE:				ATR SPARES:	YES  ¨	NO  ¨
REMOVAL DATE:

ATR Global Maintenance Agreement ATR form ref 6-3

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 53 of 70

EXHIBIT 7 – ADDITIONAL STOCK

The following Exhibit 7 is composed of xxx (x) pages, into which are listed XXX XXXX XXXX XXXXX (XX) part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

TBD

AZUL –ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 54 of 70

EXHIBIT 8 – “Intentionally Left Blank”

EXHIBIT 9 – “Intentionally Left Blank”

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 55 of 70

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10 – LEASE OF THE STOCK

1. Stock Availability

The Provider agrees to lease the Stock to Company and Company agrees to take the Stock on lease for positioning at the Storage Location, Rodovia Santos Dumont, Km 66, Jardim Itatinga, Campinas – São Paulo, Brazil CEP 13052-970. The provision, holding, use and disposal of the Stock and its review shall be subject to the terms and conditions of this Agreement.

The Stock is initially adapted to the Interim Fleet and shall be amended as required for Final Fleet Aircraft integration in this Agreement according to Clause 6 of this Exhibit 10.

2. Provision and value of the Stock

2.1 The Stock is composed of items defined in Exhibit 3, which may be either brand new items or Used Serviceable Items depending on availability of each item of the Stock into Provider’s inventory at the time of their respective delivery.

2.2 The Stock is governed by this Agreement until it is (i) either returned to the Provider at the Expiry Date, (ii) purchased by Company in accordance with Clause 6 hereunder, or (iii) upon redelivery of the Stock to Provider after the termination of this Agreement pursuant to Clause 16 of this Agreement.

2.3 The Stock shall be provided to Company by Provider for the duration of the Term provided Company has met each of the Conditions Precedent set out in Clause 17 of the Agreement to the satisfaction of the Provider before the Start Date.

2.4 The Stock total value of Exhibit 3 list, under economic conditions 2010, shall be: [*****] at Start Date.

2.5 The Stock total value of Exhibit 7 list, under economic conditions 2010, shall be: US Dollars TBD ($ TBD)

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, i.e. [*****]

3. Delivery

3.1 The items of the Stock will be delivered by Provider to Company, with the relevant airworthiness documents (certificate of conformity, ANAC SEGVOO 003 or EASA Form 1 or FAA Form 8130-3, as applicable), [*****] ATR stores located at the address set forth in Clause 6.1 of this Agreement, or such other location as Provider may from time to time notify to Company.

3.2 Delivery of the Stock shall take place gradually. Provider shall use its reasonable efforts to deliver [*****] of the items of the Stock (in quantity) within [*****] calendar days from the Start Date.

3.3 Notwithstanding the fact that the Provider is the owner of the Stock, all risks whatsoever and howsoever relating to or arising in connection with the Stock and any item of the Stock, shall be transferred to, vested in and borne by the Company as from the delivery of each item of the Stock by Provider to Company.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 56 of 70

CONFIDENTIAL TREATMENT REQUESTED

3.4 Company shall be responsible for and proceed to custom clearance of any item of the Stock. Within a Maximum [*****] lead time from the date any item of the Stock or the Stock is delivered, Company shall provide Provider with evidence that any fees, customs duties, and customs declarations has been paid and made, failing which Provider may consider such failure as a Company Default pursuant Clause 16 of this Agreement.

4. Management and Handling Procedures

4.1 Location

(i) Company shall keep the Stock in secured warehouse facilities at the Storage Location, the use of which is reserved for storing and protecting the Stock owned by Provider. These facilities shall be separated from any areas used to store any other equipment and the Storage Location shall be clearly marked with the inscription “ATR PROPERTY”. All the items of the Stock will be stored with their corresponding documentation.

(ii) Company agrees to maintain the Stock by applying the best standard methods for storage and maintenance as required by applicable EASA or equivalent ANAC regulations at its own maintenance and storage costs, particularly for parts subject to limited shelf life or cure date.

(iii) Company shall promptly notify the Provider any loss or damage to the Stock whilst under its management.

(iv) Prior to the Delivery Date and upon each renewal of any policy, the Company shall supply the Provider with certificates of insurance compliant with the terms and conditions set out in Clause 8 of this Agreement.

(v) If at any time during the term, the Storage Location is not owned by the Company and is leased from a third Party, the Company shall advise the Provider of the name and address of the owner or landlord of such facilities or if any change of the owner or landlord occurs. It shall be the responsibility of the Company to notify said owner or landlord of the Provider’s right of ownership in and to the Stock and copy the Provider of such notification.

(vi) The Company agrees to assume liability for and to indemnify and keep harmless Provider against any loss, cost, expense (including the fees of professional advisers and out of pocket expense), financial liability, taxes, damage or monetary loss of any kind which Provider may suffer or incur as a consequence of the loss or damage to any item of the Stock.

4.2 Use and Repair

The Company shall be entitled to, provided no Company Default has occurred and is continuing, withdraw and use any of the items of the Stock in accordance with its operational needs, solely for the remedy of parts associated defects on the Aircraft covered under this Agreement.

The Company shall return to Provider any unserviceable item removed from the Aircraft with a Work Order for repair within [*****] from the withdrawal of the corresponding item from the Stock. Provider shall repair such item in accordance with the provisions of Exhibit 12 and deliver to the Company an item similar to the item withdrawn from the Stock with the relevant associated airworthiness documentation (i.e. a certificate of Compliance and the ANAC SEGVOO 003 or EASA Form one or the form N°8130-3 FAA or TCA 24.0078, as applicable, and when applicable the log book duly filled with any technical information). The Company shall place any such replacement item into the Stock.

In the event that the unserviceable item removed from the Aircraft cannot be repaired (copy of the repair shop report will be given to the Company) or is declared BER, and is not covered by the LRU repair and overhaul service as defined in Exhibit 12 , the Company shall:

(i) Purchase, at its own costs and expenses, a serviceable replacement item (equivalent to that removed from the Stock for fitment to the Aircraft) which shall be placed in the Stock, or

(ii) place a chargeable purchase order with the Provider for the provision of a replacement item (brand new or serviceable) and pay the Provider for such replacement item at which time the Provider shall deliver such replacement item to the Company which will place it into the Stock.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 57 of 70

CONFIDENTIAL TREATMENT REQUESTED

In the event that the unserviceable item removed from the Aircraft cannot be repaired (copy of the repair shop report will be given to the Company) or is declared BER and/or TNR, and is covered by the LRU repair and overhaul service set out in Exhibit 12, the provisions of Clause I.6 of Exhibit 12 shall apply to such unserviceable item which shall be deemed an Unserviceable LRU.

Should the Company place a Standard Exchange work order in accordance with Exhibit 11 to replace any item of the Stock which has been withdrawn from the Stock to replace a similar unserviceable item removed from any Aircraft, then after repair and/or overhaul of such unserviceable item removed from the Aircraft, the Provider will place such item into the Pool and will not deliver it to the Company.

4.3 Inventory

The Provider or its agent shall have the right to inspect the Stock and to audit any records relating thereto at any reasonable time upon giving prior written notice to the Company. The Company shall provide full access to enable the Provider to conduct periodic inventory inspection of the Stock.

Should any part of the Stock be missing, partially or totally damaged, or has not its appropriate airworthiness documentation at the time the Provider or its agent carries out its inspection/audit, and if the Company cannot justify the part being under repair, the Company shall have a period of [*****] to remedy the situation to the satisfaction of the Provider, failing which, the Provider shall invoice the Company the price for any such lost or damaged item at the ATR spare parts catalogue price applicable at the date of such invoice.

5. Purchase Option

[*****]

In the event the Company purchase part of the Stock, the Parties agrees to modify accordingly the price indicated in Clause 10.1 of the Agreement, to take into account only a fixed monthly lease rental for the remaining items of the Stock.

6. Modifying the Composition of the Stock

Upon either Party’s request, the Parties agree to review the content of the Stock especially for 72-600 entry into service and “return” of 72-200 parts. The Company may, following such agreed amendment of the Stock, return to Provider any item of the Stock, or request the Provider to replace any item within the Stock with another item subject to the following conditions:

(i) the item returned by the Company by the Company since the Start Date, is received by the Provider in serviceable condition, in its original packaging and with all appropriate airworthiness documents;

(ii) the item shall be returned in accordance with the provisions of Clause 6.2 of this Agreement; and

(iii) if an item is returned to the Provider from the Stock, the value of the Stock shall be modified by subtraction of the initial value of the concerned item; and

(iv) if an item is added to the Stock, the value of the Stock shall be increased pursuant to the ATR Spares Catalogue price for the added item at the economical condition of the moment the stock is modified.

The Company shall be responsible for and pay any costs incurred by the return to Provider and/or replacement of such items of the Stock, including but not limited to transportation costs, customs duties, formalities and commissions, re-certification fees if documents are missing or damages are found.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 58 of 70

CONFIDENTIAL TREATMENT REQUESTED

7. Purchase or Return of the Stock

7.1 Promptly on the Specified Date or on the Expiry Date, and subject to Clause 5 of this Exhibit 10, the Company shall have the option to:

(i) [*****]

(ii) re-deliver the items of the Stock to the Provider in accordance with Clause 6.2 of the Agreement or to any other address indicated from time to time by Provider to the Company, in accordance with the following terms and conditions.

7.2 In the event that any items are delivered back to the Provider without the appropriate airworthiness documentation, or whenever the parts are returned without the original documents supplied by the Provider, or if the Provider has to test, to replace or to repair such returned item(s) of the Stock due to damage or deterioration as a result of incorrect storage, inappropriate packaging and/or transport, or for any other reason whatsoever, the Company is liable for any associated re-certification, repair, overhaul, or replacement costs for such items at the ATR catalogue prices applicable on the date of delivery of such item to the Company.

7.3 If the Company fails to deliver the Stock or any part(s) of the Stock within [*****] of the Specified Date, the Company shall pay interests at a rate equal to [*****] per cent of the value of the non returned part(s), per day since the Specified Date, until: a) the missing part(s) are duly received by the Provider, or b) a maximum [*****] from the Specified Date. The Provider will be entitled to withdraw such late return interests from the Security Deposit pursuant to Clause 13.

7.4 The Company acknowledges and agrees that in the event any item of the Stock, or the entire Stock, is not re-delivered to the Provider within [*****] of the Specified Date, this item or the Stock shall be deemed lost, and the Provider will invoice this item of the Stock to the Company at the ATR spare parts Catalogue price in force at the date of delivery of any such item of the Stock. Should the Company fail to pay such invoice, Provider will be entitled, at its sole discretion, to withdraw the corresponding amount(s) from the Security Deposit.

8. Payment and Transfer of the Title to Property

8.1 Save as otherwise set out in this Agreement, the purchase price for any item of the Stock shall be paid in accordance with the provisions of Clause 12.

8.2 Notwithstanding the provisions of Clause 4.2 above, title to the Stock or any item thereof shall remain with the Provider at all times until such Stock or part thereof has been purchased by the Company and provided that the amount of the corresponding invoice has been fully received by the Provider in accordance with Clauses 10 and 12. The Company specifically agrees that it shall not acquire any interest, equity or share of the Stock, or pledge or create any lien of any sort whatsoever prior to the transfer of title to the Stock to the Company in accordance with this Agreement. It is hereby acknowledged and agreed that the Company is appointed as the custodian of the Stock, which appointment the Company hereby accepts until such time as the Provider has received the Company’s payment in full for the Stock or any item if the Stock in case such Stock or item is either missing, damaged, without airworthiness documentation, purchased by the Company or not returned by the Company to the Provider in accordance with the provisions of this Agreement.

8.3 The Company may not, under any circumstances, perform or permit any action to be taken that may be detrimental to the Provider’s title to and property in the Stock, including without limitation:

(i) the Company must not transfer, sell, charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or dispose of the Stock or any item of the Stock ; and

(ii) the Company shall take the necessary measures in order to prevent the Stock or part of the Stock from being seized or taken away, or to check the Stock in the event of a seizure by distress or any other similar legal process. However, if the Stock or part of the Stock is seized or taken away, the Company must immediately inform the Provider in writing and indemnify the Provider for any losses, costs or expenses incurred by the Provider as a result of the above-mentioned events, and shall mitigate any such Losses, costs or expenses by using its best efforts to re-possess the Stock or to re-acquire the Stock or any item of the Stock.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 59 of 70

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 11 – SPARE PARTS STANDARD EXCHANGE SERVICE

1. Pool Description

The Pool is a set of items listed in Exhibit 4 corresponding to repairable LRU available at the time of entry into force of this Agreement.

Upon Company’s reasonable request, the Provider agrees to update the list of spare parts included in the Pool to take into account any relevant Aircraft technical modification, if applicable.

2. Access to the Pool and procedure

2.1 Provided that the Company is not in default of any of its obligations under this Agreement, the Company shall access the Pool through a standard exchange system according to which the company may replace any specific defective LRU removed from the Aircraft with a similar LRU (new or serviceable) withdrawn from the Pool. The right of access to the Pool is not exclusive to the Company.

2.2 Not applicable.

2.3 To access the Pool and take delivery of the requested LRU, the Company must place a written standard exchange Work Order (see Form 6-1 in Exhibit 6) with the Provider.

3. Provider’s Obligations

3.1 Pool Management

The Provider shall be responsible for managing and maintaining the Pool at his own expense and in compliance with the relevant OEM recommendations.

Any LRU from the Pool delivered to the Company by the Provider or any Repair Shop shall comply with the applicable Aircraft technical specifications.

3.2 Dispatching the Parts

(i) Any LRU included in the Pool shall be delivered to the Company pursuant to Clause 6.1 of the Agreement within [*****] for routine orders, within [*****] for critical orders or within [*****] for A.O.G. orders (limited to classified “no-go and Go-If” LRU) as the case may be, starting from the day of receipt by the Provider of a standard exchange Work Order;

(ii) The dispatch lead times set forth in Clause 3.2 (i) of Exhibit 11 above remain subject to (a) availability in Company’s facilities of a Stock of critical items at least at the level of Provider’s recommendations for the fleet of Aircraft; (b) the number of A.O.G. standard exchange Work Order being less than [*****] of the total number of standard exchange Work Orders placed by the Company over the last 3 months and (c) the Company not being in breach of any of its obligations pursuant to Clause 4.1 (i) of this Exhibit 11.

(iii) Provided the conditions set out in Clause 3.2 (ii) of this Exhibit 11 are met and the Company placed an A.O.G. standard exchange Work Order with the Provider, should the Company be obligated, after Provider’s approval, to lease similar LRU from a third Party servicer due to the unavailability of the requested LRU in the Pool, then the Provider will reimburse to the Company, for [*****] until the date of delivery of the requested unit by the Provider to the Company. The Provider shall not under any circumstances have any liability whatsoever (including liability of any consequential loss or damage) in respect of any late delivery of any part other than the liability set forth in this Clause 3.2(iii).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 60 of 70

CONFIDENTIAL TREATMENT REQUESTED

(iv) all the LRU of the Pool will be supplied at their latest standard or fully interchangeable standard with the relevant Certificate of Compliance and ANAC SEGVOO 003, EASA Form 1 Certificate or form FAA 8130-3, as applicable;

(v) LRU delivered from the Pool are covered by the provisions of Clause 9 of this Agreement; and

(vi) any LRU of the Pool subject to time between overhaul (“TBO”) event shall be delivered to the Company with no less than [*****] of life remaining to the next scheduled overhaul.

4. Dispatching back to the Provider the removed Unserviceable LRU

4.1 Dispatch Lead Time

(i) The Company shall deliver to the Provider’s facilities indicated in Article 6 the Unserviceable LRU with the Form 6-3 duly filled-in, as standard exchange core parts, within a maximum [*****] associated with an additional flexibility grace period of [*****]. That means a total of [*****] lead time to return the counter part, as from the Company’s standard exchange Work Order date;

(ii) when dispatching the Unserviceable LRU, the Company will also send by fax or by telex or by email all the data related to the dispatch (including, but not restricted to, the date of dispatch and the carrier’s name);

(iii) notwithstanding the above provision in (i), in the event an Unserviceable LRU is not received by the Provider [*****] after the Company’s standard exchange Work Order date, the Provider has the right to declare this corresponding part as lost and to invoice the Company the amount of the part sent in exchange by the Provider; such invoice will be considered as a sale of the involved part from the Provider to the Company which will gain the title to property on this part after the full payment of the Provider’s invoice and the Provider shall be entitled [*****] as from the Provider’s invoice is sent to withdraw the amount of the Provider’s invoice from the Security Deposit as specified in Article 13;

(iv) in case of accumulated LRU not received in accordance with above sub-clause (iii), the Provider will be entitled at its sole discretion to withdraw the provision of access by the Company to the Pool parts having given [*****] prior written notice;

4.2 Data concerning the removed Core Items returned to the Provider

The Core Items must be delivered to the Provider in accordance with the procedure set out in Clause 6.

5. Core Items repair

All Core Units shall be repaired in accordance with Exhibit 12.

6. Transfer of Title/transfer of risks

Each of the Provider and the Company expressly agrees and acknowledges that this Exhibit 11 provide for a standard exchange service according to which Provider remains owner of and conserves all ownership rights relating to the Pool and any item of Pool until the Transfer of Title (as defined below). The transfer of Title of any item of the Pool from Provider to Company shall take place upon (a) receipt by Provider of the corresponding Core Item in compliance with Clause 4.1 and upon receipt of a confirmation from the Repair Shop that such Core Item is repairable and (b) subject to full and complete discharge of any and all sums due from the Company arising under or in connection with this Agreement (the “Transfer of Title”). Simultaneously with the Transfer of Title to the item of the Pool, title to the corresponding Core Item shall pass to the Provider free from any lien.

Should any Core Item not de repairable or be declared BER and/or TNR, then the standard exchange shall be deemed a sale of the item primarily delivered by the Provider from the Pool to replace such Core Item. In

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 61 of 70

such case, the Provider shall invoice the purchase price for such item of the Pool at the ATR spare parts Catalogue price applicable at the date of such invoice. Upon payment in full of the purchase price for such item of the Pool the Transfer of Title to such item shall take place.

Notwithstanding the provisions of this Clause 6 of Exhibit 11, all risks whatsoever and howsoever relating to or arising in connection with any item of the Pool shall be transferred to, vested in and borne by the Company as from its delivery to the Company pursuant to Clause 6 of this Agreement.

7. Price

The price payable by the Company to the Provider to access the Pool is set out in Clause 10 of the Agreement.

Should the Provider update the LRU listed in Exhibit 4 pursuant to Clause 1 of this Exhibit 11, the price set out in Clause 10.2 of this Agreement will be accordingly adjusted.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 62 of 70

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 12 – LRU AND MAIN ELEMENTS REPAIR SERVICES

I- REPAIR OF THE LRU

The LRU listed in Exhibit 4 shall be repaired by the Provider and/or Repair Shops, as the case may be, in compliance with the terms and conditions set out herein. The applicable LRU will be referred to as Unserviceable LRU when they are removed from Aircraft by the Company and delivered to the Provider for repair. The Company undertakes to deliver to the Provider any and all Unserviceable LRU for repair pursuant to the provisions of this Agreement.

The Company may from time to time conduct an audit of the Services either in Provider’s facilities or in Repair Shops, at the Company’s costs and expenses.

I.1 Definition of Repairs

Any Unserviceable LRU, when defective, will be repaired by the Provider or Repair Shops in compliance with the relevant OEM’s CMMV and according to ANAC/EASA/FAA part 145 regulations.

I.2 Information concerning Unserviceable LRU returned to the Provider

The Company shall deliver to the Provider any and all Unserviceable LRU with a Work Order in the form set out in Exhibit 6-2 (for any single repair) or in the form attached as Exhibit 6-3 (for the repair of any Core Item), as the case may be.

Any Core Item shall be subject to the return conditions set out in Clause 4 of Exhibit 11.

I.3 Excessive Removals

I.3.1 Should the MRR be different from the RRR during [*****], the Provider shall adjust the price of the repair service set out in Clause 10 of the Agreement applying the following formula:

(a) In case MRR is above RRR, Provider shall invoice an amount equal to the price set out in Clause 10.4.2 and 10.5 of the Agreement, multiplied by the Aircraft fleet FH accrued during the [*****] reference period, multiplied by the difference between the MRR and the RRR, or

(b) In case MRR is less RRR, Provider shall issue a credit in an amount equal to the price set out in Clause 10.4.2 and 10.5 of the Agreement, multiplied by the Aircraft fleet FH accrued during the [*****] reference period, multiplied by the difference between the RRR and the MRR.

I.3.2 If the Provider receives from the Company an excessive number of LRU compared to the Mean Time Between Unscheduled Removal for such LRU, the Provider shall assist the Company, provided the Company disclose to the Provider all necessary data and documents, in investigating the causes of such situation, and each Party will take all necessary corrective actions to the satisfaction of the other Party.

I.4 Documents delivered with the Repaired LRU when returned to the Company

The following documents shall be delivered by the Provider to the Company with any Operational LRU under this Agreement:

(i) EASA Form 1 certificate or FAA Form 8130-3,

(ii) Installation data records for the last 12 month period, if available

(iii) Strip reports issued by Repair Shop for the current repair, and the previous repairs in the last 12 months if available, and

(iv) An invoice, if such repair service is excluded from the scope of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 63 of 70

CONFIDENTIAL TREATMENT REQUESTED

I.5 Modifications

I.5.1 Mandatory Modifications

At the Company’s request, the Provider shall incorporate any mandatory modification to the LRU requested or demanded by the Civil Aviation Authorities of the country in which the Aircraft is operated. The Company shall be responsible for all the costs and expenses arising out or in connection with the incorporation of such mandatory modification following its acceptance of the cost estimate provided by the Provider, such costs shall not be applicable for the items of the Stock.

I.5.2 Optional and/or Recommended Modifications

Upon receipt by the Provider of a repair work order from the Company specifically requesting the incorporation of any optional and/or Recommended modification, the Provider shall embody such optional and/or recommended modifications to any Unserviceable LRU during the repair, at Company’s cost. The commercial and technical terms and conditions with regard to these modifications shall be, each time, the subject of a separate agreement between the Provider and the Company.

I.6 Discarding the LRU(s)

The Provider and the Company acknowledge that under normal operating conditions any Unserviceable LRU may be Beyond Economical Repair (BER) and/or Technically Not Repairable (TNR).

In the event that any Unserviceable LRU is declared BER and/or TNR, then the Provider shall inform the Company in writing and shall request the Company’s approval to discard such Unserviceable LRU. If the Company refuses to discard the Unserviceable LRU, the Unserviceable LRU shall be delivered to the Company by the Provider at the [*****] cost and risks. If the Company has not notified the Provider within [*****] days of his refusal, the BER and/or TNR shall be deemed accepted by the Company.

If the discarded Unserviceable LRU has been replaced with an item of the Pool or of the Stock pursuant to the provisions of Exhibits 10 or 11, the Company shall pay for the price of such item of the Pool or of the Stock, based on the current ATR spare parts Catalogue sales price for brand new item or based on [*****] of the current ATR spare parts Catalogue brand new sales price for serviceable item depending on the status of the item delivered from the Pool or withdrawn from the Stock, as the case may be.

II- MAINTENANCE OF THE MAIN ELEMENTS

II.1 Field of application

The Provider agrees to provide Company with a Main Elements repair service subject to the terms and conditions set out herein. This service is applicable to (a) the Main Elements listed in Exhibit 1 and (b) any Replacement Spare Main Element that has been delivered to the Company by the Provider as part of the Stock or from time to time in accordance with the service described in Clause II.2 of Exhibit 12 and (c) any Replacement Spare Main Element installed on any Aircraft, owned by the owner of the Aircraft, provided that the Company notified the Provider that such replacement engine replaces any Main Element on a definitive basis.

II.1.1 Off-Aircraft tasks

Scheduled and unscheduled maintenance services rendered to the Company by the Provider in accordance with this Exhibit 12 cover off-Aircraft tasks and work performed in PART-145 approved Repair Shops. The maintenance tasks and work (repairs and overhauls) will be carried out on Main Elements by or on behalf of the Provider under its responsibility, upon receiving these removed Main Elements with the duly filled Work Order from the Company. After having performed or cause to be performed such maintenance tasks and work, the Provider will deliver to the Company the same received Main Elements.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 64 of 70

CONFIDENTIAL TREATMENT REQUESTED

For the sake of clarity, standard exchange service and access to the Pool is not available for Main Elements under this Agreement unless prior written agreement signed by both Parties case by case.

II.1.2 On-Aircraft tasks

All scheduled and unscheduled on-Aircraft maintenance activities, tasks and work and line maintenance, such as but not limited to the following, are the Company’s responsibility, risk and cost:

(i) line maintenance tasks associated with engines, propellers, landing gears, wheels, brakes and tires,

(ii) Main Elements removals and installations for unscheduled and scheduled events,

(iii) Main Elements accessories removals and installations,

(iv) Main Elements conditioning for storage,

(v) grease and lubricant refilling, seals, gaskets, hardware and consumable parts replacement,

(vi) propellers balancing, blades removals and installations,

(vii) ensure that log books are reflecting the updated maintenance status of each Main Element,

(viii) engine fuel nozzles removals and installations,

(ix) engine control trend monitoring performance and analysis,

(x) regular cleaning of the engines,

(xi) inspection of internal parts (boroscopic inspection),

II.2 Maintenance of the Main Elements

II.2.1 Any off-Aircraft maintenance tasks and works to be performed on Main Elements shall be carried out in accordance with the technical specifications stipulated by the OEM of each Main Element. Such maintenance tasks with respect to each Aircraft comprise the following services on which are based the prices set out in Clause 10.3 of the Agreement:

(i) for the propellers (manufacturer Hamilton Standard):

• scheduled maintenance for the propeller hub, actuator, transfer tube,

• scheduled maintenance specific to propeller blades,

• spare replacement (temporary loan) for sub-items returned for shop maintenance

(ii) for the landing gears (manufacturer Messier-Dowty):

• scheduled maintenance,

• basic unscheduled repair (BUR),

• spare replacement (temporary loan) for sub-items returned for shop maintenance

(iii) Intentionally left blank

II.2.2 At the date of entry into force of this Agreement, the Parties acknowledge and agree that applicable intervals for inspections / overhauls on Main Elements are:

(i) Intentionally left blank,

(ii) for propellers components of ATR72-600 aircraft (system 568F): overhaul at [*****] for the blades and [*****] for the hub, transfer tube and adjusting nut, or should the first occurs, the calendar limit of [*****]

(iii) for landing gears of ATR72-600 Aircraft: overhaul at [*****], or should the first occurs, the calendar limit of [*****].

The Provider reserves its rights to ask the Company to modify the above Main Elements maintenance program in accordance with the Aircraft Manufacturer MRB and/or MPD, to optimize the Company’s Aircraft dispatch reliability, and provided the Company’s airworthiness authorities enable so.

The prices set out in Clause 10.3 are calculated on the basis of maintenance programs and inspection intervals provided herein and may be adjusted in the case such maintenance programs are changed from time to time during the Term or in case the above mentioned intervals for inspections and overhauls are not reached.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 65 of 70

CONFIDENTIAL TREATMENT REQUESTED

II.3 Company’s obligations

In order to allow the Provider to perform the maintenance tasks defined in Clause II.2.1 of this Exhibit 12 in compliance with the most recent practices and procedures meeting the manufacturer’s technical specifications, the Company agrees to provide Provider with a detailed status of the Main Elements showing for a [*****] Months coming period the scheduled maintenance events, to be updated every Month. Moreover, Company shall:

II.3.1 In respect of the propellers:

(i) perform line checks (not limited to lubricant levels, blade balancing, blade anti-erosion film replacements, etc .) and the required consumable spare parts replacements during the Aircraft’s entire service life; and

(ii) procure all the tools necessary for the line maintenance of the propellers such as the propeller balancing tool. If required, the Provider will assist the Company in procuring these tools (buying, hiring, etc.); and

(iii) initiate and pursue an efficient staggering program to ensure a smooth schedule removal plan for shop maintenance.

II.3.2 In respect of the landing gears:

(i) perform the line checks and the required consumable spare parts replacements during the Aircraft’s entire service life, on landing gears, wheels and tires; and

(ii) procure all the tools necessary for the line maintenance of the landing gear such as the appropriate tooling used for wheels replacement. If required, the Provider will have to assist the Company in procuring these tools (buying, hiring, etc.).

II.3.3 Intentionally left blank

II.3.4 Return to the Provider of the Main Element or Replacement Spare Main Element

At the time the Provider delivers to Company a replacement spare Main Element or returns any repaired or overhauled Main Element to the Company, for fitment on Company’s Aircraft, the Company will deliver back to the Provider the Main Element removed for repair or overhaul or the replacement spare Main Element previously obtained from the Provider, on a date (the “Due Date”) that will not exceed [*****] (including time for transportation, customs clearance and transit) such period starting from the date the Company receives the replacement spare Main Element or the repaired or overhauled Main Element. When the Main Element removed for repair or overhaul is replaced by a replacement spare Main Element of the Stock or a spare of Company’s property, Company shall return to Provider or the designated Repair Shop such removed Main Element within the same maximum [*****] period, starting from its removal date.

For returning the Main Elements and replacement spare Main Elements to the Provider, the Company shall use adapted container or when applicable the containers received from the Provider. Any container received by the Provider or its approved Repair Shop in incomplete or damaged condition from the Company shall be subject to refurbishment or replacement at Company’s cost and expense in addition to the prices specified in Clause 10 of the Agreement.

Notwithstanding any other Provider’s right, should the Company fails to deliver the Main Element removed for repair or overhaul or the spare replacement Main Element(s) back to the Provider or the Repair Shop on the above Due Date, the Provider may charge late returns fees to the Company in an aggregate amount of [*****] until the replacement spare Main Element or the Main Element is duly received by the Provider or the Repair Shop. The Provider shall be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 66 of 70

II.4 Scheduled maintenance tasks

The Provider shall perform or shall arrange for the performance of the scheduled maintenance tasks, in accordance with the applicable maintenance program of each Main Element described at Clause II.2.2 of Exhibit 12.

In the event that the Parties do not agree on the date on which maintenance events (engines hot section inspections, engines overhauls, engine fuel nozzles changes, propellers components and landing gears overhauls) shall be performed, the price conditions set out in Clause 10.3 of this Agreement may be modified and any associated additional costs shall be the responsibility of the Company.

II.5 Unscheduled maintenance tasks

The BUR are included in the Agreement provided all the conditions specified in Clause II.3 of this Exhibit 12 and the condition set forth below are met to the Provider’s satisfaction:

II.5.1 Intentionally left blank

II.5.2 In respect of the propellers

(i) the maintenance tasks are related to the normal operation of the propellers in accordance with the FCOM and AFM,

(ii) no lightning strike or FOD has occurred on ground or in flight,

(iii) no major impact damage has occurred, nor dropped propeller,

(iv) no over-torque condition has occurred,

(v) Company has fulfilled its obligations described at Clauses II.1.2 and II.3.2 above; and

(vi) No internal or external corrosion has occurred, except normal wear and tear

II.5.3 In respect of the landing gears

(i) the maintenance tasks are related to the normal operation of the landing gears in accordance with the FCOM and AFM,

(ii) no major damage has occurred, as a consequence of impact, foreign object damage, hard landing or mishandling,

(iii) Company has fulfilled its obligations described at Clauses II Clause 8.1.2 and II8.3.3 above; and

(iv) No internal or external corrosion has occurred, except normal wear and tear

II.6 Replacement spare Main Element

II.6.1 Removals / Installations on Company’s Aircraft

The Company shall remove and install any Main Elements for scheduled and unscheduled maintenance tasks at its sole risks, costs and expenses and under its own responsibility.

II.6.2 Availability of spares Main Elements

II.6.2.1 General terms and conditions

The spare Main Elements delivered and leased by Provider to the Company in accordance with this Clause II.6 are limited to the replacement of the corresponding Main Element of Main Element sub-assembly to be removed for maintenance visit being either the full assembly or, in particular for propellers and landing gears, only the component or sub-assembly due to maintenance visit in accordance with the applicable maintenance manuals:

• For propellers: the blades and/or the hub and/or the actuator and/or the transfer tube,

• For landing gears: the nose leg and/or the NLG drag brace and/or the main leg (LH and/or RH) and/or the side brace (LH and/or RH).

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 67 of 70

CONFIDENTIAL TREATMENT REQUESTED

At the time the Company will send a Work Order for the delivery and lease of any spare Main Element to replace a Main Element to be removed for repair or major refurbishment, this (these) replacement spare Main Element(s) will be eligible for delivery and lease to the Company, provided that:

(i) the Company is not in default of any of its obligations under to this Agreement, and

(ii) spare Main Element(s) already provided by Provider under Exhibit 10 and/or this Clause II.6 is(are) no longer available into Company’s stores, and

(iii) the total number of Main Elements requested for delivery under this Clause II.6 by the Company is limited for scheduled maintenance, at any time, to:

a) intentionally left blank,

b) for propellers: [*****] (or same sub-assembly component),

c) for landing gears: [*****] (or same sub-assembly component).

II.6.2.2 Should the Company require a higher quantity of Main Elements than provided in Clause II.6.2.1 (iii) above and on condition that provisions of Clauses II.5.1, II.5.2 and II.5.3 of this Exhibit 12 are satisfied, then Provider may deliver additional replacement spare Main Elements to Company subject to:

(i) Availability of such replacement spare Main Element in Provider’s own inventory,

(ii) the Company’s acceptance to pay additional corresponding following lease rentals:

• intentionally left blank

• for propellers components or landing gears components: [*****] of the price of such component in the ATR spare parts Catalogue in force at the time the Company’s request such component, per day.

II.6.2.3 Availability of replacement spare Main Element(s) during scheduled maintenance tasks

Subject to the Company having notified in writing the Provider any replacement spare Main Element requirement [*****] before any Main Element is due to be removed from the Aircraft for the performance of scheduled maintenance tasks, the Provider shall lease such replacement spare Main Element(s) during the scheduled maintenance of Aircraft Main Element(s), from a date and during a period compatible with the Company’s maintenance planning.

The Parties agree that any replacement spare Main Elements are leased to the Company under the terms and conditions of this Agreement and that the lease rentals and the maintenance costs of any such replacement spare Main Element are included in the prices specified in Clause 10.3 of this Agreement except as otherwise set out in Clause II.6.2.2 above. The price for the services provided under this Exhibit 12 is due for any FH elapsed either by any Main Element or any replacement spare Main Element.

II.6.2.4 Availability of replacement spare Main Element(s) during unscheduled maintenance tasks

The Provider will lease replacement spare Main Element(s) to the Company during unscheduled maintenance tasks of Maintenance Elements within [*****] from the date of receipt by the Provider of the Company’s written request. The Company shall pay to Provider rentals for such replacement spare Main Element(s) in addition to the price set out in Clause 10.3 if such unscheduled maintenance tasks:

(i) are the result of Abnormal Use of the removed Main Element(s) under Company’s responsibility,

(ii) are not in accordance with the Company’s obligations set out in Clause II.3 and subject to the provisions of Clause II.5.

II.6.3 Return of the replacement spare Main Element to the Provider

Regarding the re-delivery of any replacement spare Main Element to the Provider, the Company shall comply with provision of Clause II.3.4.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 68 of 70

EXHIBIT 13 – “Intentionally Left Blank”

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 69 of 70

EXHIBIT 14 – FORM OF STANDBY LETTER OF CREDIT

By swift message to our addressee BANK NATIXIS (SWIFT Code: CCBPFRPP)

Issuing Bank:              (NAME AND ADDRESS)

Issuing Bank SWIFT Code:             

APPLICANT:             

BENEFICAIRY: ATR

Letter of Credit REFERENCE:             

BY ORDER OF [COMPANY NAME], LOCATED AT [COMPANY ADDRESS                                         ], WE HEREBY ISSUE OUR IRREVOCABLE and confirmed STAND BY LETTER OF CREDIT IN FAVOUR OF Avions de Transport Régional, located 1 allee pierre nadot 31712 blagnac,;m;m france, FOR THE AGGREGATE AMOUNT OF USD     ,              (SAY US DOLLARS AMOUNT IN LETTERS ) EXPIRING SEVENTY DAYS FOLLOWING THE EXPIRY OF THE TERM.

AVAILABLE BY PAYMENT AT SIGHT WITH NATIXIS AGAINST YOUR WRITTEN DEMAND BEARING THE CLAUSE DRAWN UNDER IRREVOCABLE STANDBY LETTER OF CREDIT (LETTER OF CREDIT REFERENCE) ISSUED BY (ISSUING BANK NAME AND ADDRESS) ACCOMPANIED BY THE FOLLOWING DOCUMENT

BENEFICIARY’S SIGNED CERTIFICATE SPECIFYING THE AMOUNT DRAWN AND STATING:

(1) THAT The amount claimed is due and payable by [COMPANY NAME] in connection with the GLOBAL MAINTENANCE AGREEMENT between ATR AS PROVIDER AND [COMPANY NAME] AS COMPANY EXECUTED ON… for THE LEASE [?] of stock AND AIRCRAFT MAINTENANCE SERVICES; and

(2) that BENEFICIARY has requested payment of the amount claimed from [COMPANY NAME] who is in default.

PARTIALLY DRAWINGS ARE PERMITTED

THE BENEFICIARY SHALL NOT BE ENTITLED TO ASSIGN OR TRANSFER ANY RIGHT, TITLE OR INTEREST IN THIS STANDBY LETTER OF CREDIT TO ANY OTHER PARTY.

ALL BANKING CHARGES AND COMMISSIONS ARE FOR THE ACCOUNT OF THE APPLICANT.

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE 1993 REVISION OF THE UNIFORM CUSTOMS AND PRATICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 500

AZUL – ATR Global Maintenance Agreement –DS/CC-2612/10 Issue 7 Page 70 of 70

AMENDMENT N°1 TO

GLOBAL MAINTENANCE AGREEMENT

Contract n° DS/CC-2612/10

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

May 20^th, 2011

Global Maintenance Agreement Amendment N^º1 1 of 12 Execution Version May 20^th, 2011

CONTENTS

CONTENTS	2
1 MODIFICATIONS	4
2 EFFECTIVE DATE	5
3 MISCELLANEOUS	5
EXHIBIT 3-Al – STOCK	7
EXHIBIT 7-Al - ADDITIONAL STOCK	11

Global Maintenance Agreement Amendment N^º1 2 of 12 Execution Version May 20^th, 2011

This Amendment N°1 (the “Amendment”) is made on May 20th, 2011 (the “Effective Date”),

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A,

a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 — Alphaville Industrial, Barueri, Sao Paulo, Brazil,

hereafter referred to as the “Company” or “AZUL”,

on the one part,                    

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.,

a French Groupement d’Intérêt Economique 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,

hereafter referred to as the “Provider” or “ATR”,

on the other part,                    

Collectively referred to as the “Parties” and individually to as the “Party”,

WHEREAS:

A) The Company and the Provider entered into a global maintenance agreement dated December 24th, 2010 (as amended and supplemented from time to time the “Agreement”) for the purpose of facilitating operational support tasks as well as scheduled and unscheduled maintenance;

B) The Parties wish to amend certain provisions of the Agreement upon the terms and conditions set out below.

NOW THEREFORE, IT IS HEREBY AGREED as follows:

Global Maintenance Agreement Amendment N^º1 3 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

1 MODIFICATIONS

Each of the Parties hereto agrees to amend the Agreement as follows:

1.1 Modification of Exhibit 3 — STOCK

Exhibit 3 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 3-Al attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to the Exhibit 3-Al attached.

1.2 Modification of Exhibit 7 — ADDITIONAL STOCK

Exhibit 7 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 7-Al attached hereto and any reference to Exhibit 7 in the Agreement shall be construed as reference to the Exhibit 7-Al attached.

1.3 Modification of Exhibit 10 — LEASE STOCK Clause 2

Clause 2.4 of Exhibit 10 — Lease Stock of the Agreement shall be deleted and substituted by the following:

“

2.4 The Stock total value of Exhibit 3 list, under economic conditions 2011, shall be: - [*****], and

“

Clause 2.5 of Exhibit 10 — Lease Stock of the Agreement shall be deleted and substituted by the following:

“

2.5 The Stock total value of Exhibit 7 list, under economic conditions 2011, shall be: - [*****]. and

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, such aggregate amount being equal to [*****].

“

1.4 Modification of Exhibit 10 — LEASE STOCK Clause 7

The following Clause 7.5 of Exhibit 10 — Lease Stock of the Agreement is added:

7.5 Conditions for the return of the Main Elements: when return or repossess, if the TSO of the Main Element is different from the TSO at the time of delivery of corresponding Main Element, the Provider shall invoice to the Company the Lost Potential as per the conditions of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment N^º1 4 of 12 Execution Version May 20^th, 2011

2 EFFECTIVE DATE

This Amendment N° 1 shall come into full force and effect as from the Effective Date.

3 MISCELLANEOUS

3.1 In case of any inconsistency with the Agreement and this Amendment, the latter shall prevail.

3.2 This Amendment contains the entire agreement between the Parties and supersede any previous understandings, commitments and/or representations whatsoever oral or written.

3.3 This Amendment shall not be modified or varied except by an instrument in writing executed by both Parties.

3.4 Except as expressly set out in this Amendment, all of the provisions of the Agreement remain valid and binding.

3.5 This Amendment shall be governed by and construed in accordance with the laws of New York.

Global Maintenance Agreement Amendment N^º1 5 of 12 Execution Version May 20^th, 2011

Execution Page

This Amendment N° 1 has been executed in two (2) original copies in the English language.

For and on behalf of:		For and on behalf of:
AZUL		ANIONS DE TRANSPORT REGIONAL
(Company)		(Provider)
Name:	Gerald B. Lee		Name:	Luigi Mollo
Title:	Attorney – In – Fact		Title:	Vice President Commercial
				ATR Customer Services
Date:	May, 20th 2011	Date:
Signature:	/s/ Gerald B. Lee	Signature:	/s/ Luigi Mollo

Global Maintenance Agreement Amendment N^º1 6 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-Al - STOCK

The following Exhibit 3-Al is composed of three (3) pages, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 7 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT,DUAL	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGERADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-BUS POWER.AC	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	CONTROL UNIT-GENERATOR,DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER.KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY,KG	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 8 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC,AUXILIARY,DC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR,SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION,WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY,MILLIBARS	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED,STANDBY	[*****]
[*****]	IND1CATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RECEIVER-ADF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 9 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC- PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	INDICATOR-NP,PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE,HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED,KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER- IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY,INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	Total	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 10 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 7-Al — ADDITIONAL STOCK

The following Exhibit 7-Al is composed of one (1) page, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 11 of 12 Execution Version May 20^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT,DUAL	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	CONTROL ELECTRONIC- PROPELLER	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	Total	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº1 12 of 12 Execution Version May 20^th, 2011

AMENDMENT N°2 TO

GLOBAL MAINTENANCE AGREEMENT

Contract n° DS/CC-2612/10

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

July 29^th, 2011

Global Maintenance Agreement Amendment Nº2 1 of 19 Execution Version July 29^th, 2011

CONTENTS

CONTENTS		2
1	MODIFICATIONS	4
2	EFFECTIVE DATE	5
3	MISCELLANEOUS	5
EXHIBIT 3-A2 - STOCK		7
EXHIBIT 4-Al - LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES		12

Global Maintenance Agreement Amendment Nº2 2 of 19 Execution Version July 29^th, 2011

This Amendment N°2 (the “Amendment”) is made on July 29^th, 2011 (the “Effective Date”), between

AZUL LINHAS AEREAS BRASILEIRAS S/A,

a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 — Alphaville Industrial, Barueri, Sao Paulo, Brazil,

hereafter referred to as the “Company” or “AZUL”,

on the one part,

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.,

a French Groupement d’Intérêt Economique 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,

hereafter referred to as the “Provider” or “ATR”,

on the other part,

Collectively referred to as the “Parties” and individually to as a “Party”,

WHEREAS:

A) The Company and the Provider entered into a global maintenance agreement dated December 24^th, 2010 (as amended and supplemented from time to time the “Agreement”) for the purpose of facilitating operational support tasks as well as scheduled and unscheduled maintenance;

B) The Parties amended the Agreement through Amendment N°1 on May 20^th, 2011,

C) The Parties wish to amend certain provisions of the Agreement upon the terms and conditions set out below.

NOW THEREFORE, IT IS HEREBY AGREED as follows:

Global Maintenance Agreement Amendment Nº2 3 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

1 MODIFICATIONS

Each of the Parties hereto agrees to amend the Agreement as follows:

1.1 Modification of Exhibit 3 — STOCK

Exhibit 3-Al of the Agreement shall be deleted and replaced in its entirety by the Exhibit 3-A2 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to the Exhibit 3-A2 attached.

1.1 Modification of Exhibit 4 - LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES

Exhibit 4 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 4-Al attached hereto and any reference to Exhibit 4 in the Agreement shall be construed as reference to the Exhibit 4-Al attached.

1.3 Modification of Exhibit 10 — LEASE STOCK Clause 2

Clause 2.4 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.4 The Stock total value of Exhibit 3 list, under economic conditions 2011, shall be: - [*****], and

”

Clause 2.5 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.5 The Stock total value of Exhibit 7 list, under economic conditions 2011, shall be: - [*****], and

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, such aggregate amount being equal to [*****]

”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 4 of 19 Execution Version July 29^th, 2011

2 EFFECTIVE DATE

This Amendment N°2 shall come into full force and effect as from the Effective Date.

3 MISCELLANEOUS

3.1 In case of any inconsistency with the Agreement and this Amendment, the latter shall prevail.

3.2 This Amendment contains the entire agreement between the Parties and supersede any previous understandings, commitments and/or representations whatsoever oral or written.

3.3 This Amendment shall not be modified or varied except by an instrument in writing executed by both Parties.

3.4 Except as expressly set out in this Amendment, all of the provisions of the Agreement remain valid and binding.

3.5 This Amendment shall be governed by and construed in accordance with the laws of New York.

Global Maintenance Agreement Amendment Nº2 5 of 19 Execution Version July 29^th, 2011

Execution Page

This Amendment N° 2 has been executed in two (2) original copies in the English language.

For and on behalf of: For and on behalf of:

AZUL		ANIONS DE TRANSPORT REGIONAL
(Company)		(Provider)
Name:	Gerald B. Lee	Name:	Luigi Mollo
Title:	Attorney – In – Fact	Title:	Vice President Commercial ATR Customer Services
Date:	August 26, 2011	Date:

Signature: /s/ Gerald B. Lee Signature: /s/ Luigi Mollo

Global Maintenance Agreement Amendment Nº2 6 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-A2 – STOCK

The following Exhibit 3-A2 is composed of four (4) pages, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 7 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT,DUAL	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-BUS POWER,AC	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	CONTROL UNIT-GENERATOR,DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	INDICATOR-FUEL QUANTITY	[*****]
[*****]	REPEATER,KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY,KG	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 8 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC,AUXILIARY,DC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	LEVER-CONTROLUG	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR,SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION,VVHITE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY,MILLIBARS	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/OME	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED,STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TASTTEMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 9 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED,AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	INDICATOR-NP,PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE,HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED,KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY,INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 10 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYORO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	Total	[*****]

EC2011

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 11 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4-Al – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES

The following Exhibit 4-A1 is composed of seven (7) pages, into which are listed [*****] part numbers.

This list is set in accordance with the Interim Fleet aircraft configuration only and it shall be amended as required in order to take into account the Final Fleet aircraft configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 12 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	CONTROLLER-TEMPERATURE	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT,DUAL	[*****]
[*****]	EXTRACTOR-WATER	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-GASPER	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	INDICATOR-COMPT/DUCT TEMP	[*****]
[*****]	REGULATOR-PRESSURE	[*****]
[*****]	SELECTOR-TEMPERATURE	[*****]
[*****]	SWITCH- OVERTEMPERATURE	[*****]
[*****]	VALVE CHECK-AIR BLEED	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	VALVE-CHECK,ECS DISTRIBUTION	[*****]
[*****]	VALVE- ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-HOT BYPASS	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	VALVE-UNDERFLOOR ISOLVENT	[*****]
[*****]	VALVE-UNDERFLOOR ISOLVENT	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT- AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	ROD-DYNAMOMETRIC,ELEVATOR	[*****]
[*****]	ROD-DYNAMOMETRIC,RUDDER	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	CONTROL UNIT-IHF	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 13 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	DECODER-SELCAL	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	SELECTION PANEL-SELCAL CODE	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	AMMETER-BATTERY CHID/SCH	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	CONTROL UNIT-BUS POWER,AC	[*****]
[*****]	CONTROL UNIT-BUS POWER,DC	[*****]
[*****]	CONTROL UNIT-GENERATOR,AC	[*****]
[*****]	CONTROL UNIT-GENERATOR,DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	PANEL-AC/DC PARAMETER MEASURING	[*****]
[*****]	RELAY	[*****]
[*****]	RELAY	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSFORMER-GROUND POWER CURRENT,AC	[*****]
[*****]	TOILET-PSU	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	DETECTOR UNIT-ENGINE OVERHEAT	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 14 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	AILERON GUST-LOCK ACTUATOR	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	CENTERING UNIT-RELEASABLE	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	RESTRICTOR-FLAP VALVE BLOCK FLOW,EXTN LI	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	ACTUATOR-FUEL CROSSFEED VALVE	[*****]
[*****]	ACTUATOR-FUEL LP VALVE	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	CLINOMETER-ROLL ATTITUDE	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER,KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY,KG	[*****]
[*****]	INDICATOR-FUEL TEMP,TANK	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	PRESELECTOR-FUEL OUANTITY,KG	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	VALVE-CROSSFEED	[*****]
[*****]	VALVE-FUEL LP	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	ACCUMULATOR-LINE	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	INDICATOR-PRESSURE,TRIPLE	[*****]
[*****]	MODULE-PRESSURE	[*****]
[*****]	PUMP-ELECTRIC,AC	[*****]
[*****]	PUMP-ELECTRIC,AUXILIARY,DC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	CONTROLLER-DE ICING,STANDBY	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	HEATER-DUAL DISTRIBUTOR VALVE	[*****]
[*****]	MOTOR-W1PER,CAPTAIN	[*****]
[*****]	MOTOR-WIPER/70	[*****]
[*****]	RESISTOR-HORN ANTI ICING,LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING,LH ELEVATOR	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 15 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	RESISTOR-HORN ANTI ICING,RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI-ICING,RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING,RUDDER	[*****]
[*****]	SEPARATOR-WATER	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	INTERFACE UNIT AIRCRAFT PERFORMANCE (APIU)	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	QUICK ACCESS RECORDER	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	LEVER-CONTROL,UG	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-RELIEF,LOW PRESSURE	[*****]
[*****]	VALVE-SELECTOR,LG	[*****]
[*****]	VALVE-SELECTOR,SWIVEL	[*****]
[*****]	VALVE-SOLENOID,N/W STEERING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION,WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-LOGO	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 16 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN,LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN,RH	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	ADAPTER BOX,ADF/ATC	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	AMPLIFIER-AUDIO MIXER	[*****]
[*****]	ANTENNA-RADIO-ALTIMETER RECEPTION	[*****]
[*****]	AUXILIARY FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	COMPENSATOR-REMOTE MAGNETIC	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONVERTER-ANALOG/DIGITAL	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED,STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	MULTISYSTEM CONTROL DISPLAY UNIT-GNSS	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION (GNSS syst.)	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT- ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 17 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	CYLINDER-OXYGEN (PORTABLE)	[*****]
[*****]	INDICATOR-OXYGEN HP	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	CONTROLLER-AIR LEAK DETECTION	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED,AIR BLEED	[*****]
[*****]	VENTURI-HP	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	CONTROL UNIT-ARMOURED COCKPIT DOOR	[*****]
[*****]	ACTUATOR-PNEUMATIC	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	ELECTROVALVE	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	INDICATOR-NP,PROPELLER	[*****]
[*****]	INTERFACE UNIT-PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	SWITCH-PRESSURE,HYDRAULIC	[*****]
[*****]	SYNCHROPHASER-PROP	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED,KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 18 of 19 Execution Version July 29^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL,AUTOFEATHER	[*****]
[*****]	EXCITER-IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY,INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTEROOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº2 19 of 19 Execution Version July 29^th, 2011

AMENDMENT N°3 TO

GLOBAL MAINTENANCE AGREEMENT

Contract n° DS/CC-2612/10

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

October 18^th, 2011

Global Maintenance Agreement Amendment Nº3 1 of 28 Execution Version October 18^th, 2011

CONTENTS

CONTENTS		2
1	MODIFICATIONS	4
2	EFFECTIVE DATE	7
3	MISCELLANEOUS	7
EXHIBIT 1-A1 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT		9
EXHIBIT 3-A3 – STOCK		10
EXHIBIT 4-A2 – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES		17

Global Maintenance Agreement Amendment Nº3 2 of 28 Execution Version October 18^th, 2011

This Amendment N°3 (the “Amendment”) is made on October 18^th, 2011 (the “Effective Date”),

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A,

a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 – Alphaville Industrial, Barueri, Sao Paulo, Brazil,

hereafter referred to as the “Company” or “AZUL”,

on the one part,

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.,

a French Groupement d’Intérêt Economique 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,

hereafter referred to as the “Provider” or “ATR”,

on the other part,

Collectively referred to as the “Parties” and individually to as a “Party”,

WHEREAS:

A) The Company and the Provider entered into a global maintenance agreement dated December 24^th, 2010 (as amended and supplemented from time to time the “Agreement”) for the purpose of facilitating operational support tasks as well as scheduled and unscheduled maintenance;

B) The Parties amended the Agreement through Amendment N°1 on May 20^th, 2011,

C) The Parties amended the Agreement through Amendment N°2 on July 29^th, 2011,

D) The Parties wish to amend certain provisions of the Agreement upon the terms and conditions set out below.

Global Maintenance Agreement Amendment Nº3 3 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

NOW THEREFORE, IT IS HEREBY AGREED as follows:

1 MODIFICATIONS

Each of the Parties hereto agrees to amend the Agreement as follows:

1.1 Deletion of Clause 10.8 – Maintenance Provisions refundable at termination of the Agreement

Clause 10.8 of the Agreement shall be deleted.

1.2 Modification of Clause 12.1.2 – INVOICING AND PAYMENT TERMS

Clause 12.1.2 of the Agreement shall be deleted and substituted by the following:

“

12.1.2 As from the twelfth (12^th) Month from Start Date

(i) [*****]

(ii) [*****]

(iii) [*****]

(iv) [*****]

(v) [*****]

(vi) [*****]

(vii) [*****]

(viii) [*****]

(ix) [*****]

”

1.3 Modification of Clause 12.1.3 – INVOICING AND PAYMENT TERMS

Clause 12.1.3 of the Agreement shall be deleted.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 4 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

1.4 Modification of Clause 13.1 – SECURITY DEPOSIT

Clause 13.1 (b) of the Agreement shall be deleted and substituted by the following:

“

(b) as from the date of delivery of the first Aircraft of the Final Fleet, the aggregate of:

(i) [*****] of Services provided to the Company by the Provider for the first [*****] aircraft of Final Fleet, calculated as per above Clauses 10 and Clause 12.1.3, i.e. [*****]

(ii) [*****] of the Stock value at the date of integration in this Agreement of the first aircraft of the Final Fleet, i.e. [*****], such amount shall be accordingly adjusted to Stock change as set in Exhibit 10,

”

Clause 13.1 (c) shall be inserted in the Agreement:

“

(c) a new Security Deposit value shall be agreed as from the date of delivery of the ninth Aircraft of the Final Fleet.

”

1.5 Modification of Exhibit 1 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT

Exhibit 1 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 1-A1 attached hereto and any reference to Exhibit 1 in the Agreement shall be construed as reference to the Exhibit 1-A1 attached.

1.6 Modification of Exhibit 3 – STOCK

Exhibit 3-A2 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 3-A3 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to the Exhibit 3-A3 attached.

1.7 Modification of Exhibit 4 – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES

Exhibit 4-A1 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 4-A2 attached hereto and any reference to Exhibit 4 in the Agreement shall be construed as reference to the Exhibit 4-A2 attached.

1.8 Modification of Exhibit 10 – LEASE STOCK Clause 2

Clause 2.4 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.4 The Stock total value of Exhibit 3 list, under economic conditions 2011, shall be:

• [*****] and

”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 5 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

Clause 2.5 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.5 The Stock total value of Exhibit 7 list, under economic conditions 2011, shall be:

• [*****], and

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, such aggregate amount being equal to [*****].

”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 6 of 28 Execution Version October 18^th, 2011

2 EFFECTIVE DATE

This Amendment N°3 shall come into full force and effect as from the Effective Date.

3 MISCELLANEOUS

3.1 In case of any inconsistency with the Agreement and this Amendment, the latter shall prevail.

3.2 This Amendment contains the entire agreement between the Parties and supersede any previous understandings, commitments and/or representations whatsoever oral or written.

3.3 This Amendment shall not be modified or varied except by an instrument in writing executed by both Parties.

3.4 Except as expressly set out in this Amendment, all of the provisions of the Agreement remain valid and binding.

3.5 This Amendment shall be governed by and construed in accordance with the laws of New York.

Global Maintenance Agreement Amendment Nº3 7 of 28 Execution Version October 18^th, 2011

Execution Page

This Amendment N°3 has been executed in two (2) original copies in the English language.

For and on behalf of:		For and on behalf of:
AZUL		AVIONS DE TRANSPORT REGIONAL
(Company)		(Provider)
Name:	Gerald B. Lee	Name:	Luigi Mollo
Title:	Attorney – In – Fact	Title:	Vice President Commercial
			ATR Customer Services
Date:		Date:	18/10/11
Signature: /s/ Gerald B. Lee		Signature: /s/ Luigi Mollo

Global Maintenance Agreement Amendment Nº3 8 of 28 Execution Version October 18^th , 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1-A1-LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT

[*****]

Part Number of each assembly and subcomponent shall be provided by the Company.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 9 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-A3 - STOCK

The following Exhibit 3-A3 is composed of six (6) pages.

First List for both interim Fleet and Final Fleet contains [*****] part numbers.

Second List specific for New Fleet contains [*****] part numbers.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 10 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	Description	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 11 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/JLS/DME	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED, STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 12 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 13 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	FCU HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	Total	[*****]

*: EC2O11

Second List specific for New Fleet

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	ECU-3000	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	MANAGEMENT UNIT-ACARS	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	VHF-4000-8,33 KHz	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STATIC INVERTER	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	REFUEL CONTROL PANEL	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REG AND SHUTOFF	[*****]
[*****]	VALVE-ANTI FAG SHUTOFF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 14 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	VALVE DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	EFTS CONTROL PANEL RH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	MPC-ED36	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	MULTIPURPOSE CONTROL & DISPLAY UNIT	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION. RED	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	VOR/ILS/MKR RECEIVER	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE AP	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-S	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-DC	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	PROPELLER ASSEMBLY	[*****]
[*****]	BRUSH BLOCKASSY	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 15 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	MFC	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	TOTAL	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 16 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 4-A2 — LRU(s) AVAILABLE FOR REPAIR AND STANDARD

EXCHANGE SERVICES

The following Exhibit 4-A2 is composed of eleven (11) pages.

First List specific for Interim Fleet contains [*****] part numbers.

Second List specific for New Fleet contains [*****] part numbers.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 17 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

Interim Fleet list

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	CONTROLLER-TEMPERATURE	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	EXTRACTOR-WATER	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-GASPER	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	INDICATOR-COMPT/DUCT TEMP	[*****]
[*****]	REGULATOR-PRESSURE	[*****]
[*****]	SELECTOR-TEMPERATURE	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	VALVE CHECK-AIR BLEED	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	VALVE-CHECK, ECS DISTRIBUTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-HOT BYPASS	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	VALVE-UNDERFLOOR INSOL/VENT	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	ROD-DYNAMOMETRIC, ELEVATOR	[*****]
[*****]	ROD-DYNAMOMETRIC, RUDDER	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 18 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	DECODER-SELCAL	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	SELECTION PANEL-SELCAL CODE	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	AMMETER-BATTERY CH/DISCH	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	PANEL-AC/DC PARAMETER MEASURING	[*****]
[*****]	RELAY	[*****]
[*****]	RELAY	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSFORMER-GROUND POWER CURRENT, AC	[*****]
[*****]	TOILET-PSU	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	DETECTOR UNIT-ENGINE OVERHEAT	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 19 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	AILERON GUST-LOCK ACTUATOR	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	CENTERING UNIT-RELEASABLE	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	RESTRICTOR-FLAP VALVE BLOCK FLOW, EXTN LI	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	ACTUATOR-FUEL CROSSFEED VALVE	[*****]
[*****]	ACTUATOR-FUEL LP VALVE	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	CLINOMETER-ROLL ATTITUDE	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	INDICATOR-FUEL TEMP, TANK	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	PRESELECTOR-FUEL QUANTITY, KG	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	VALVE-CROSSFEED	[*****]
[*****]	VALVE-FUEL LP	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	ACCUMULATOR-LINE	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	INDICRTOR-PRESSURE, TRIPLE	[*****]
[*****]	MODULE-PRESSURE	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	CONTROLLER-DE ICING, STANDBY	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	HEATER-DUAL DISTRIBUTOR VALVE	[*****]
[*****]	MOTOR-WIPER. CARTAIN	[*****]
[*****]	MOTOR-WIPER, F/O	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI IC1NG, LH ELEVATOR	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 20 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RUDDER	[*****]
[*****]	SEPARATOR-WATER	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	INTERFACE UNIT AIRCRAFT PERFORMANCE (APIU)	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	QUICK ACCESS RECORDER	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-RELIEF, LOW PRESSURE	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	VALVE-SOLENOID, N/W STEERING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-LOGO	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 21 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, RH	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	ADAPTER BOX, ADF/ATC	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	AMPLIFIER-AUDIO MIXER	[*****]
[*****]	ANTENNA-RADIO-ALTIMETER RECEPTION	[*****]
[*****]	AUXILIARY FLIGXT DATA ACQUISITION UNIT	[*****]
[*****]	COMPENSATOR-REMOTE MAGNETIC	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONVERTER-ANALOG/DIGITAL	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED, STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	MULTI5YSTEM CONTROL DISPLAY UNIT-GNSS	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION (GNSS syst.)	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 22 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	CYLINDER-OXYGEN (PORTABLE)	[*****]
[*****]	INDICATOR-OXYGEN HP	[*****]
[*****]	TRANSMITTER/REGULATOR -OXYGEN PRESS	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	CONTROLLER-AIR LEAK DETECTION	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	VENTURI-HP	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	CONTROL UNIT-ARMOURED COCKPIT DOOR	[*****]
[*****]	ACTUATOR-PNEUMATIC	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	ELECTROVALVE	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	INTERFACE UNIT-PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	SYNCHROPHASER-PROP	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 23 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, 1NTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	AUXILIARY FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]

Final Fleet list

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	CONTROLLER-TEMPERATURE	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT. DUAL	[*****]
[*****]	EXTRACTOR-WATER	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	INDICATOR-COMPT/DUCT TEMP	[*****]
[*****]	REGULATOR-PRESSURE	[*****]
[*****]	SELECTOR-TEMPERATURE	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	VALVE CHECK-AIR BLEED	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	VALVE-CHECK, ECS DISTRIBUTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-HOT BYPASS	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	AUTO PILOT CAPSTAN	[*****]
[*****]	AUTO PILOT SERVO-ACTUATOR	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 24 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	FLIGHT GUIDANCE CONTROL PANEL	[*****]
[*****]	ROD-DYNAMOMETRIC, ELEVATOR	[*****]
[*****]	ROD-DYNAMOMETRIC, RUDDER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	ECU-3000	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	MANAGEMENT UNIT-ACARS	[*****]
[*****]	PLAYER-DIGITAL	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	VHF-4000-8,33 KHZ	[*****]
[*****]	AMMETER-BATTERY CH/DISCH	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	PANEL-AC/DC PARAMETER MEASURING	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	STATIC INVERTER	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSFORMER-GROUND POWER CURRENT, AC	[*****]
[*****]	TOILET-PSU	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	DETECTOR UNIT-ENGINE OVERHEAT	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	AILERON GUST-LOCK ACTUATOR	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	CENTERING UNIT-RELEASABLE	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	POWER TRIM BOX	[*****]
[*****]	RESTRICTOR-FLAP VLV BLOCK FLOW, EXTN LINE	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 25 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	ACTUATOR-FUEL CROSSFEED VALVE	[*****]
[*****]	ACTUATOR-FUEL LP VALVE	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	CLINOMETER-ROLL ATTITUDE	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	FUEL CONTROL UNIT	[*****]
[*****]	REFUEL CONTROL PANEL	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	VALVE-CROSSFEED	[*****]
[*****]	VALVE-FUEL LP	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	ACCUMULATOR-LINE	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	MODULE-PRESSURE	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	CONTROLLER-DE ICING, STANDBY	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	MOTOR-WIPER, CAPTAIN	[*****]
[*****]	MOTOR-WIPER, F/0	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RUDDER	[*****]
[*****]	VALVE-ANTI ICING PRESS REG AND SHUTOFF	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	CLOCK	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	EFIS CONTROL PANEL RH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	MPC-ED36	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 26 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	MULTIPURPOSE CONTROL & DISPLAY UNIT	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	ROD-DYNAMOMETRIC, ROLL	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-RELIEF, LOW PRESSURE	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	VALVE-SOLENOID, N/W STEERING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION, RED	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-LOGO	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, RH	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	VOR/ILS/MKR RECEIVER	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	CYLINDER-OXYGEN (PORTABLE)	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	CONTROLLER-AIR LEAK DETECTION	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 27 of 28 Execution Version October 18^th, 2011

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	VENTURI-HP	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE AP	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-S	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-DC	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	CONTROL UNIT-ARMOURED COCKPIT DOOR	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	ELECTROVALVE	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	INTERFACE UNIT-PROPELLER	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	BRAKE, PROPELLER (REPAIR RATIER-FIGEAC)	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	MFC	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FUEL PUMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº3 28 of 28 Execution Version October 18^th, 2011

AMENDMENT N°4 TO

GLOBAL MAINTENANCE AGREEMENT

Contract n° DS/CC-2612/10

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

March 28, 2012

Global Maintenance Agreement Amendment Nº4 Page 1/ 14 Issue 4 March 28, 2012

CONTENTS

CONTENTS	2
1 MODIFICATIONS	4
2 EFFECTIVE DATE	5
3 MISCELLANEOUS	5
EXHIBIT 3-A4 – STOCK	7

Global Maintenance Agreement Amendment Nº4 Page 2/ 14 Issue 4 March 28, 2012

This Amendment N°4 (the “Amendment”) is made on March 28, 2012 (the “Effective Date”),

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A,

a company incorporated under the laws of Brazil, the registered office of which is located at Alameda Surubiju, 2010 — Alphaville Industrial, Barueri, Sao Paulo, Brazil,

hereafter referred to as the “Company” or “AZUL”,

on the one part,

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.,

a French Groupement d’Intérêt Economique 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,

hereafter referred to as the “Provider’ or “ATR”,

on the other part,

Collectively referred to as the “Parties” and individually to as a “Party”,

WHEREAS:

A) The Company and the Provider entered into a global maintenance agreement dated December 24^th, 2010 (as amended and supplemented from time to time the “Agreement”) for the purpose of facilitating operational support tasks as well as scheduled and unscheduled maintenance;

B) The Parties amended the Agreement through Amendment N°1 on May 20^th, 2011,

C) The Parties amended the Agreement through Amendment N°2 on July 29^th, 2011,

D) The Parties amended the Agreement through Amendment N°3 on October 18^th, 2011,

E) The Parties wish to amend certain provisions of the Agreement upon the terms and conditions set out below.

Global Maintenance Agreement Amendment Nº4 Page 3/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

NOW THEREFORE, IT IS HEREBY AGREED as follows:

1 MODIFICATIONS

Each of the Parties hereto agrees to amend the Agreement as follows:

1.1 Modification of Clause 13.1 — SECURITY DEPOSIT

Clause 13.1 (b) of the Agreement shall be deleted and substituted by the following:

“

(b) as from the date of execution of this Amendment N°4, the aggregate of:

(i) [*****] of Services provided to the Company by the Provider for the first [*****] aircraft of Final Fleet, calculated as per above Clauses 10 and Clause 12.1.3, i.e. [*****]

(ii) [*****] of the Stock value at the date of integration in this Agreement of the first aircraft of the Final Fleet, i.e. [*****] such amount shall be accordingly adjusted to Stock change as set in Exhibit 10,

(iii) [*****] of the increase of Stock value at the date of execution of this Amendment N°4, i.e. [*****] such amount shall be accordingly adjusted to Stock change as set in Exhibit 10,

”

1.2 Modification of Exhibit 3 — STOCK

Exhibit 3-A3 of the Agreement shall be deleted and replaced in its entirety by the Exhibit 3-A4 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to the Exhibit 3-A4 attached.

1.3 Modification of Exhibit 10 — LEASE STOCK Clause 2

Clause 2.4 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.4 The Stock total value of Exhibit 3 list, under economic conditions 2011, shall be:

• [*****] and

”

Clause 2.5 of Exhibit 10 of the Agreement shall be deleted and substituted by the following:

“

2.5 The Stock total value of Exhibit 7 list, under economic conditions 2011, shall be:

• [*****] and

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, such aggregate amount being equal to [*****]

”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 4/ 14 Issue 4 March 28, 2012

2 EFFECTIVE DATE

This Amendment N°4 shall come into full force and effect as from the Effective Date.

3 MISCELLANEOUS

3.1 In case of any inconsistency with the Agreement and this Amendment, the latter shall prevail.

3.2 This Amendment contains the entire agreement between the Parties and supersede any previous understandings, commitments and/or representations whatsoever oral or written.

3.3 This Amendment shall not be modified or varied except by an instrument in writing executed by both Parties.

3.4 Except as expressly set out in this Amendment, all of the provisions of the Agreement remain valid and binding.

3.5 This Amendment shall be governed by and construed in accordance with the laws of New York.

Global Maintenance Agreement Amendment Nº4 Page 5/ 14 Issue 4 March 28, 2012

Execution Page

This Amendment N°4 has been executed in two (2) original copies in the English language.

For and on behalf of:		For and on behalf of:
AZUL		AVIONS DE TRANSPORT REGIONAL
(Company)		(Provider)
Name:	Renato Covelo	Name:	Luigi Mollo
Title:	Attorney In Fact	Title:	VP Commercial
Date: 03/05/2012		Date: 28/03/2012
Signature: /s/ Renato Covelo		Signature: /s/ Luigi Mollo

Global Maintenance Agreement Amendment Nº4 Page 6/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-A4 – STOCK

The following Exhibit 3-A4 is composed of seven (7) pages.

First List for both Interim Fleet and Final Fleet contains [*****] part numbers.

Second List specific for New Fleet contains [*****] part numbers.

Third List Amendment N°4 for New Fleet contains [*****] part numbers.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 7/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

First List for Interim Fleet

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 8/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHU	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	INDICATOR-AIRSPEED, STANDBY	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	INDICATOR-TRS/TEMP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 9/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	PROBE-RIOT	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	TRANSMITTER/REGULATOR -OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	PROPELLER-SERVO VALVE	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 10/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	Total	[*****]

Second List specific for New Fleet

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	ECU-3000	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	MANAGEMENT UNIT-ACARS	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	VHF-4000-8,33 KHZ	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STATIC INVERTER	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	REFUEL CONTROL PANEL	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REG AND SHUTOFF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 11/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	EFIS CONTROL PANEL RH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	MPC-ED36	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	MULTIPURPOSE CONTROL & DISPLAY UNIT	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION, RED	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	VOR/ILS/MKR RECEIVER	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE AP	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-S	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-DC	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	PROPELLER ASSEMBLY	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 12/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	MFC	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	TOTAL	[*****]

Third List Amendment N°4 for New Fleet

[*****]	DESCRIPTION	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	CONDENSER	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT GUIDANCE CONTROL PANEL	[*****]
[*****]	AUTO PILOT SERVO-ACTUATOR	[*****]
[*****]	AUTO PILOT CAPSTAN	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	ATTENDANT PANEL USB KEY	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	ROD-DYNAMOMETRIC, ROLL	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 13/ 14 Issue 4 March 28, 2012

CONFIDENTIAL TREATMENT REQUESTED

[*****]	DESCRIPTION	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	RESTRICTOR-FLAP VLV BLOCK FLOW, EXTN LINE	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RUDDER	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-RELIEF, LOW PRESSURE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	TOTAL	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Global Maintenance Agreement Amendment Nº4 Page 14/ 14 Issue 4 March 28, 2012

1- Amendment no° 5

to the Global Maintenance Agreement

(Contract ref DS/CC-2612/10)

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

and

Avions de Transport Regional GIE

dated December the 24^th, 2010;

2- Amendment n° 3

to the Global Maintenance Agreement

(Contract reference DS/C-2883/09)

between

TRIP LINHAS AÉREAS S/A

and

Avions de Transport Regional GIE

dated September the 10^th, 2010.

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

TRIP LINHAS AÉREAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

Signing Date: August 20, 2013

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 1 / 49
	Issue 3 – DSC 0014/13

CONTENTS

CONTENTS			2
WHEREAS			4
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS			4
1.	Subject matter of the Covenant		4
2.	Amendments to GMA TRIP		4
3.	Amendments to GMA AZUL		5
	3.1	Amendment to Article 1 - “SUBJECT MATTER OF THE AGREEMENT”	5
	3.2	Amendment to Article 2 - “DEFINITIONS & INTERPRETATION”	5
	3.3	Amendment to Article 5 - “SERVICES”	5
	3.4	Amendment to Article 6 - “DELIVERIES”	6
	3.5	Amendment to Article 8 - “INSURANCES”	6
	3.6	Amendment to Article 10 - “PRICE”	6
	3.7	Amendment to Article 11 - “RECONCILIATION & AUDIT”	11
	3.8	Amendment to Article 12 - “INVOICING AND PAYMENT TERMS”	11
	3.9	Amendment to Article 13 - “SECURITY DEPOSIT”	12
	3.10	Amendment to Article 18 “NOTICE”	13
	3.11	Amendment to Exhibit 1 “LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT”	13
	3.12	Amendment to Exhibit 3 “STOCK”	13
	3.13	Amendment to Exhibit 4 “LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES”	13
	3.14	Amendment to Exhibit 7 “ADDITIONAL STOCK”	14
	3.15	Amendment to Exhibit 10 “LEASE OF STOCK”	14
	3.16	Amendment to Exhibit 11 “SPARE PARTS STANDARD EXCHANGE SERVICE”	15
	3.17	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	15
	3.18	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	16
	3.19	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	16
	3.20	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	16
	3.21	Addition of the Exhibit 15 “ADVANCED POOL STOCK”	17
4.	Additional Conditions as per Proposal		17
5.	Entry into force and Conditions Precedent		17
6.	Miscellaneous		17
EXHIBIT 1-A2 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT			20
EXHIBIT 3-A5 – STOCK			22
EXHIBIT 4-A3 – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES			34
EXHIBIT 7-A2 – ADDITIONAL STOCK			44
EXHIBIT 15 – ADVANCED POOL STOCK			46

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 2 / 49
	Issue 3 – DSC 0014/13

This covenant (hereinafter referred to as the “Covenant”) is made on August 20, 2013:

BETWEEN:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939 – Edifício Castello Branco Office Park – Torre Jatobá -9° andar - CEP 06460-040 – Alphaville Industrial, Barueri, São Paulo, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as “AZUL”,

on the one part,

AND

TRIP LINHAS AÉREAS S/A, a company incorporated under the laws of São Paulo, Brazil, whose registered office is at Avenida Cambacicas, 1.200, Campinas – SP, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 02.428.624/0001-30;

Hereafter referred to as “TRIP”,

on the second part,

Hereafter individually or collectively referred to as “Company”, as the context requires,

AND

AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d’intérêt économique established under Articles L.251-1 to L.251-23 of the French Commercial Code, whose registered office is at 1 alleé Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,

Hereafter referred to as the “Provider” or “ATR”,

on the third part.

Hereinafter individually referred to as the “Party” or collectively as the “Parties”

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WHEREAS:

1) WHEREAS AZUL and ATR have entered into a Global Maintenance Agreement ref DS/CC-2612/10 (dated December 24^th, 2010), amended from time to time, to support AZUL ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA AZUL”); and,

2) WHEREAS TRIP and ATR have entered into a Global Maintenance Agreement ref DS/C-2883/09 (dated September 10^th, 2010), amended from time to time, to support TRIP ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA TRIP”); and,

3) WHEREAS pursuant to an investment agreement dated on May 25, 2012, entered into between Trip shareholders and Azul S.A. TRIP became a wholly owned subsidiary of the latter, integrating the Azul Group which already includes AZUL, an operating company, as duly approved in due time by their respective corporate governing bodies and the relevant authorities (National Civil Aviation Agency - “ANAC” - and Brazilian Antitrust Authority - “CADE”); and

4) WHEREAS further to operation as detailed above in 3), AZUL is going to progressively operate an enlarged fleet of Aircraft coming from TRIP; AZUL and TRIP wishing that operational support tasks as well as scheduled and unscheduled maintenance regarding their respective Aircraft fleet being provided by ATR benefiting of the GMA AZUL main terms and conditions; and,

5) WHEREAS ATR, as the Aircraft manufacturer and Provider, made a commercial proposal ref DS/CC-65/12 Issue 3 (the “Commercial Proposal”) to AZUL and TRIP, dated February 8^th, 2013, setting out its capacities and abilities to satisfy such needs, and AZUL and TRIP agreed on the Commercial Proposal on February 19^th, 2013; and

6) WHEREAS it is now agreed between the Parties (i) to amend the GMA in compliance with the Commercial Proposal (the “Amended GMA AZUL”), (ii) to amend the GMA TRIP by the amended GMA AZUL terms and conditions (the “Amended GMA TRIP”), (iii) to convene the consequences of such amendments in order to cover AZUL’s and TRIP’s fleets under the same terms and conditions.

7) WHEREAS, on the basis of said Commercial Proposal, ATR, AZUL and TRIP entered into negotiations with respect to this Covenant.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Subject matter of the Covenant

This Covenant describes the terms and conditions according to which (i) the Parties shall amend the GMA TRIP and the GMA AZUL in compliance with the Commercial Proposal and (ii) the Provider shall provide, or cause its Subcontractors to provide, Services for AZUL and/or TRIP Aircraft fleets in compliance with the Amended GMA TRIP and Amended GMA AZUL, as relevant.

Words and expressions used in this Covenant shall have the same meanings defined in the Amended GMA AZUL and/or the Amended GMA TRIP, as the context requires.

2. Amendments to GMA TRIP

Unless otherwise provided under this Covenant, TRIP and ATR agree to amend the GMA TRIP by any and all of the terms and conditions of the GMA AZUL upon the entry in full force and effect of this Covenant.

For the sake of clarity, and for the exclusive purpose of the amendment of GMA TRIP, each time “Company” and/or “AZUL”, as the context requires, are used within the GMA AZUL, it shall be considered as a reference to “TRIP”.

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3. Amendments to GMA AZUL

The following articles, sentences or words of GMA AZUL are amended as follows:

3.1 Amendment to Article 1 - “SUBJECT MATTER OF THE AGREEMENT”

(i) This article is cancelled and substituted by the following:

“This Agreement describes the terms and conditions according to which the Provider shall facilitate operational support tasks as well as scheduled and unscheduled maintenance for the Aircraft defined in Clause 2, when respectively operated by TRIP and for AZUL only.

It is hereby stated and agreed by the Parties that, unless otherwise provided under this Agreement, any and all of the terms and conditions of this Agreement shall be considered and executed by the Parties, as if each of TRIP and AZUL, as Company, has signed the Agreement with ATR, as Provider.”

3.2 Amendment to Article 2 - “DEFINITIONS & INTERPRETATION”

(i) The following definitions are cancelled and substituted by:

“Advanced Pool” or “Advanced Pool Stock” designates a stock of serviceable LRUs listed in Exhibit 7 and available to the Company at the Storage Location under standard exchange service as defined in Exhibit 11 and pursuant the terms and conditions set in Exhibit 15.

“BER” or “Beyond Economical Repair”: means the case in which the repair cost of any unserviceable Item is greater than [*****] of the price for a brand new identical LRU and/or Main Element;

“Start Date”: means the date defined in the Commercial Proposal and on the following conditions that the Agreement is signed and/or the Company has fulfilled the Conditions Precedent set out in Clause 17 (Conditions Precedent) whichever is the last;

(ii) The following definitions are cancelled:

“Interim Fleet” means the ATR 72-200 operated by Company under a lease with Provider or its affiliates and described on Exhibit 1 as such.

(iii) Any other provision of Article 2 shall remain in full force and effect.

3.3 Amendment to Article 5 - “SERVICES”

The paragraph 5.1 of Articles is cancelled and substituted by the following:

“The Provider shall provide Company with the following Services:

(i) a lease stock as described in Exhibit 10,

(ii) an Advanced Pool for standard exchange service as described in Exhibit 7, 11 and 15.

(iii) a standard exchange service of the items of the Pool as described in Exhibit 11,

(iv) the maintenance for the LRU, propellers and landing gears as described in Exhibit 12.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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The following table summarizes the Services provided under this Agreement per type of Aircraft:

[*****]

[*****] shall be covered by this Agreement subject to integration of additional Aircraft in Exhibit 1 and the associated revision of the relevant terms and conditions of this Agreement through an amendment thereto.

For aircraft entering into the Company fleet after [*****], the Company will have the option to select or not the propellers assy maintenance service for such aircraft”

Any other provision of the Article 5 shall remain in full force and effect.

3.4 Amendment to Article 6 - “DELIVERIES”

(i) The paragraph 6.1 is cancelled and substituted by the following:

“Unless otherwise set forth in this Agreement, the Provider shall deliver each Operational LRU and Main Element in accordance with Exhibits 10, 11, 12 and 15 as the case may be, [*****] at the following address:

ATR Customer Support

C/O DHL Solutions

ZA du Pont Yblon

95500 Bonneuil en France – France

or at any address with a previous approval of the Company.”

(ii) Any other provision of the Article 6 shall remain in full force and effect.

3.5 Amendment to Article 8 - “INSURANCES”

The paragraph 8.2 is cancelled and substituted by the following:

“Company shall at its own expense procure and maintain in full force and effect throughout the term appropriate insurance policies to be approved by Repairer in its absolute discretion covering all the items of the Stock and of the Advanced Pool Stock for the full replacement value as provided in Clause 2.4 of Exhibits 10 and 15. Repairer shall be named as sole loss payee on all loss and physical damage policies and as an additional named insured on any liability policies. Moreover, the Repairer will be designated the beneficiary of the insurance against losses and will also benefit from the appropriate waiver of recourse and rights of subrogation. Prior to the Start Date and upon each renewal of any policy, Company will supply Repairer with certificates of insurance compliant with the terms and conditions set out in Exhibit 10 to this Agreement.”

(ii) Any other provision of the Article 8 shall remain in full force and effect.

3.6 Amendment to Article 10 - “PRICE”

The paragraph 10.1; 10.2; 10.3; 10.4; 10.5; 10.6; 10.7; 10.8 of Article 10 is cancelled and substituted by the following:

10.1 “The lease payment payable for the lease of the Stock (based on the Stock technical contents defined in Exhibit 3 and 10), as from the Start Date is a [*****]:

(i) corresponding to [*****] of the Stock value which is set in Exhibit 10, Clause 2.4 if all the parts of the Stock are brand new; or

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(ii) in the event the Provider delivers Used Serviceable Items to the Company as set out in Exhibit 10 Clause 2.4, the [*****] set forth in Clause 10.1 (i) above shall be payable from the Start Date until the date on which the last item of the Stock is delivered. On such date the Provider will notify in writing to the Company the exact and definitive Stock Value, and the revised monthly lease payment based upon [*****] of such Stock Value. Promptly after delivery of the last item of the Stock, Provider shall issue a credit equal to the difference between the total amount of lease payments actually paid by the Company since the Start Date and the price the Company should have paid for the Used Serviceable Items delivered by Provider according to the provisions of this Clause 10.1(ii); the definitive Stock Value shall be determined with prices of items of the Stock, based on the current ATR spare parts Catalogue sales price for brand new item or based on [*****] of the current ATR spare parts Catalogue brand new sales price for serviceable item depending on the status of the item delivered.

10.2 The price payable by Company to Provider for the Standard Exchange service set out in Exhibit 11, is as follows:

For all aircraft:

• [*****]

• [*****]

• [*****]

• [*****]

• [*****]

These prices are [*****] and assume the availabilities described on the list of LRUs defined in Exhibit 4.

10.3 The prices per airborne FH per Aircraft payable by Company to Provider for LRU, Main Elements, and services set out in this Agreement are:

10.3.1 For LRU: [*****] per FH and per Aircraft, [*****]:

For all aircraft:

• [*****]

• [*****]

• [*****]

• [*****]

• [*****]

• [*****]

• [*****]

10.3.2 For the Main Element services as defined in Exhibit 12 [*****] per Aircraft airborne FH or CY:

(i) Propellers (2ea) applicable to all aircraft:

(a) For maintenance

• [*****]

• [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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The above propellers maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following propeller hub, actuator, transfer tube and blades composing each propeller assembly:

[*****]

(b) For availability [*****]

Additional flat rates here under shall be applied for the following operations, as applicable:

(c) [*****]

• [*****]

• [*****]

• [*****]

(d) For each propeller blade nickel sheath replacement, a flat rate of:

• [*****]

• [*****]

• [*****]

(ii) Landing gears (per shipset):

For 42-500, 72-500, 72-600 landing gears:

(a) [*****]

(b) [*****]

The above landing gear maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following sub-assemblies composing each landing gear assembly.

[*****]

10.4 Price for reconciliation.

10.4.1 Intentionally left blank.

10.4.2 Price for LRU removal rate reconciliation

Any point of difference, to be measured in units and tenths, between the RRR and the MRR pursuant to the conditions set out in Clause I.3 of Exhibit 12, shall be invoiced or credited per airborne FH on the basis of:

For Final Fleet:

[*****]

• [*****]

• [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]

• [*****]

10.4.3 Anticipated scheduled Events

Parties agree that all prices for each Service subject to Scheduled Events are based on the achievement of the applicable maintenance program(s).

In case of deviation of the Scheduled Event maintenance program parameters by a number of [*****], such deviation shall be considered an Anticipated Event.

For any such Anticipated Event, whichever the context, Provider shall invoice Company the Lost Potential multiplied by the applicable price mentioned in Clause 10.3.

10.5 Prices adjustment

The adjustment conditions set out in Clauses 10.5.1 and 10.5.2 below [*****].

10.5.1 Commercial Conditions for price Adjustment

Prices of this Agreement will be adjusted [*****], in accordance with the following adjustment formula:

[*****]

where:

• [*****] is the [*****] for the year N+1,

• [*****] is the [*****] as determined by economic conditions of year N (current year),

• [*****] is the [*****] in the year N,

• [*****] is the corresponding [*****] of the year N-1,

• [*****] is the [*****] in the year N,

• [*****] is the corresponding [*****] of the year N-1.

Escalation is subject to a [*****] for Stock, Clause 10.1, and Standard Exchange, Clause 10.2, services.

Escalation is subject to a [*****] for LRU repair service, Clause 10.3.1 and Clause 10.4.2.

The Prices set out in this covenant relative to the Main Elements Services will be adjusted [*****] Escalation is subject to a [*****] annual cap for Main Elements repair service [*****]. In any case the final result of the applicable annual adjustment rate [*****] Clause 10.3.2.

Escalation is subject to a [*****].

10.5.2 Technical Conditions for Prices Adjustment

Both Parties agree to modify the prices given in Clause 10 [*****] pursuant to Clause 11 if the operating parameters of the Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****]), change by more or less than [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters as a reference for the above calculation:

(i) [*****]

(ii) [*****]

10.6 Specific conditions.

10.6.1 Company’s Aircraft fleet change(s)

[*****]

10.6.2 Unused Aircraft

During the Term, should any Aircraft remain temporarily unused for less than thirty (30) Days by the Company for whatever reason, the Company shall not request or obtain from the Provider a change in prices or terms and conditions set out in this Agreement in Clauses 10 and 12.

10-7 Maintenance Provision -Phase-in invoicing

No later than the first Scheduled Event or Anticipated Event, the Company shall pay to ATR an amount (“Maintenance Provisions”) corresponding for each Main Element and/or their subassembly, to the number of FH and CY accrued since the last overhaul or since new as applicable, multiplied by the applicable rate defined in Clauses 10.3.2 and 10.5 and applicable at the date of the first event.

Should any Aircraft be subject to a Maintenance Reserves Agreement with ATR or ATR affiliated company, above Maintenance Provisions shall be deducted from the applicable Maintenance Reserves still available into ATR or ATR affiliate’s account for each related individual Main Element and/or their sub-assembly as applicable.

10.8 Maintenance Provisions refundable at termination of the Agreement.

10.8.1 Upon termination of this Agreement with respect to one or more Aircraft and/or Services in accordance with the terms of this Agreement (except as a result of a Company Default) (the “Termination Date”), the Provider shall reimburse the Company Maintenance Provisions related to landing gears maintenance services and/or their sub-component for ATR 72-600 only based on [*****] of the amount set out in Clause 10.3.2 for maintenance services (the “Refund Amount”), taking into account the price applicable [*****] as per Clauses 10.5 and when applicable adjusted every [*****] as per Clause 10 and 11 for each FH or CY performed for Main Elements: between the re-installation on such Aircraft after the last shop repair or overhaul or exchange occurred under this Agreement, as evidenced in the relevant EASA, FAA, TC, or ANAC release form and ending on the Termination Date.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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For sake of clarity, since the Company will pay such service based on,

• for ATR 42-500, ATR 72-500 and ATR 72-600, [*****] of the price by the hours and [*****] by event,

• for ATR 72-600, [*****] of the price by the hours and [*****],

• for ATR 42-500 and ATR 72-500, [*****], [*****] of the price by the hours and [*****]

[*****] In addition, it is agreed by the parties that [*****] out of [*****] of the maintenance provision paid for the maintenance of the landing gears [*****]

Should any Aircraft be an ATR and/or ATR affiliate’s property, then Refund Amount shall be reimbursed to the owner.

Provider shall only be required to reimburse the Refund Amount provided that:

(i) the Company returned to the Provider all replacement spare(s) Main Element(s), items of the Stock, Core Items and Unserviceable LRU the Provider may have delivered or be expected from time to time according to the terms of this Agreement, and

(ii) The Company paid to the Provider all due amounts, and

(iii) The Company is not in Default of any of its obligations under this Agreement.

(iv) The related maintenance service is not subject to payment on event.

10.8.3 It is also understood that airborne FH and/or CY to be taken into account for such a refund process are only those accrued on original Main Element(s) of Aircraft when fitted on Company’s Aircraft or alternatively spare(s) main elements of Company property. FH and/or CY accrued on replacement spare Main Element(s) provided by the Provider to the Company under this Agreement and/or any Main Element(s) different from those installed on Aircraft on the date they were originally delivered to the Company or not owned by the Company shall not be taken into account in this refund process.”

3.7 Amendment to Article 11 - “RECONCILIATION & AUDIT”

a) The last sentence of Article 11-“RECONCILIATION & AUDIT” is cancelled and substituted by:

“At each reconciliation based on the actual flown flight hours, the Provider shall credit back:

[*****]

Such credit being solely available as credit for the GMA services and calculated at each reconciliation and regardless payment terms and conditions.”

b) Any other provision of the Article 11 shall remain in full force and effect.

3.8 Amendment to Article 12 - “INVOICING AND PAYMENT TERMS”

(i) The paragraph 12.1 of Article 12 is cancelled and substituted by the following:

“Without limiting the obligation of the Company to make payments as provided in Article 10 above, the Company undertakes to pay the Provider the following amounts in accordance with the payment terms specified in Clause herein.

(i) [*****]

(ii) [*****]

• [*****]

• [*****]

• [*****]

• [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(iii) [*****]

• [*****]

• [*****]

• [*****]

• [*****]

(iv) [*****]

• [*****]

(v) [*****]

(vi) [*****]

(vii) [*****]

(viii) [*****]

(ix) [*****]

(x) [*****]

(xi) [*****]

(xii) [*****]

(ii) The paragraph 12.5 of Article 12 is cancelled and substituted by the following:

“If any payment due to the Provider is not received on the due date, without prejudice to any other of the Provider’s rights or remedies the Company shall in addition to payment of the price, pay interest at a rate per annum that shall not be lower than European Central Bank applicable interest rate plus [*****] per year for every other sales from time to time on any sum remaining unpaid after the due date until the actual date of receipt by the Provider of the payment, such interest being calculated on a daily basis. The Company shall reimburse all costs and expenses (including legal costs) incurred in the collection of any overdue amount.”

(iii) Any other provision of the Article 12 shall remain in full force and effect.

3.9 Amendment to Article 13 - “SECURITY DEPOSIT”

(i) The paragraph 13.1 of Article 13 is cancelled and substituted by the following:

“Upon signature of this Agreement, the Company shall pay to the Provider a cash deposit in an amount equal to:

(i) [*****] provided to the Company by the Provider for the entire Final Fleet, calculated as per above Clauses 10 and Clause 12.1,

(ii) [*****] of the Stock value at the date of integration in this Agreement, such amount shall be accordingly adjusted to Stock change as set in Exhibit 10

to be held by the Provider pursuant to this Agreement (the “Security Deposit”).”

(ii) With respect to the here above amended paragraph 13.1, the Company shall pay to the Provider an amount corresponding to the difference between the Security Deposit previously paid under the GMA TRIP and GMA AZUL and the Security Deposit amount due respectively under the Amended GMA TRIP and Amended GMA AZUL.

(iii) Any other provision of the Article 13 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.10 Amendment to Article 18 “NOTICE”

(i) The Article 18 is cancelled and substituted by the following:

“All notices and requests required or authorized hereunder shall be given in writing and in English (or, if not in English, with a certified English translation) either by personal delivery to an authorised representative of the Party to whom the same is given or by registered mail (return receipt requested) or by facsimile.

If there is a difference between the English language version of any such notice or request and any version in any other language, the English language version shall apply.

The date upon which any such notice or request is so personally delivered or if such notice or request is given by registered mail (return receipt requested) or by facsimile, the date upon which it is received by the addressee shall be deemed to be the effective date of such notice or request.

The Provider shall be addressed at:

AVIONS DE TRANSPORT REGIONAL, G.I.E.

1, allee Pierre Nadot

31712 Blagnac CEDEX

France

Attention:	Mr. Cyril DUPUY
Fax:	+33562216740

The Company shall be addressed at:

AZUL/TRIP

Avenida Marcos Penteado de Ulhôa Rodrigues, 939 - Edificio Castello Branco Office Park - Torre Jatoba -9° andar - CEP 06460-040 - Alphaville Industrial, Barueri, São Paulo, Brazil

Attention:	Evandro Braga - Technical Officer
Fax:	55 11 4134-9890

3.11 Amendment to Exhibit 1 “LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT”

The Exhibit 1-A1 is cancelled and substituted in its entirety by the Exhibit 1-A2 attached hereto and any reference to Exhibit 1 in the Agreement shall be construed as reference to such Exhibit 1-A2.

3.12 Amendment to Exhibit 3 “STOCK”

The Exhibit 3-A4 is cancelled and substituted in its entirety by the Exhibit 3-A5 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to such Exhibit 3-A5.

3.13 Amendment to Exhibit 4 “LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES”

The Exhibit 4-A2 is cancelled and substituted in its entirety by the Exhibit 4-A4 attached hereto and any reference to Exhibit 4 in the Agreement shall be construed as reference to such Exhibit 4-A3.

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3.14 Amendment to Exhibit 7 “ADDITIONAL STOCK”

The Exhibit 7-Al is cancelled and substituted in its entirety by the Exhibit 7-A2 attached hereto and any reference to Exhibit 7 in the Agreement shall be construed as reference to such Exhibit 7-A2.

3.15 Amendment to Exhibit 10 “LEASE OF STOCK”

a) Clause 1 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

“The Provider agrees to lease the Stock to Company and Company agrees to take the Stock on lease for positioning at the Storage Location,

(i) Rodovia Santos Dumont, Km 66, Jardim Itatinga, Campinas - São Paulo, Brazil CEP 13052-970.

(ii) Au Portugal, 5139, Itapoa - Belo Horizonte, Minas Genais, Brazil

The provision, holding, use and disposal of the Stock and its review shall be subject to the terms and conditions of this Agreement.

b) Clause 2.4 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

The Stock total value of Exhibit 3 list shall be:

For the initial AZUL stock delivered under economic conditions 2010,

[*****]

For the stock delivered under the AZUL amendment 3 under economic conditions 2011,

[*****]

For the stock delivered under the AZUL amendment 4 under economic conditions 2011,

[*****]

For the first batch, stock delivered under the GMA TRIP under economic conditions 2011

[*****]

For the second batch limited to the parts not recommended by the repairer, stock delivered as set in Exhibit 3-A5 of the Amendment under the GMA TRIP under economic conditions 2011

[*****]

For the sake of clarity, parts of the Stock contained into the second batch that are recommended by Repairer, are provided [*****] delivered under the GMA TRIP under economic conditions 2011

[*****]

For the batch related to the Amendment 5, stock delivered under economic conditions 2013

[*****]

c) Clause 2.5 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

“The Stock total value of Exhibit 7 list, under economic conditions 2010, shall be:

For the stock delivered under the AZUL amendment 1

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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For the stock delivered under the GMA TRIP

[*****]

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, i.e.

[*****]

d) Any other provision of the Exhibit 10 shall remain in full force and effect.

3.16 Amendment to Exhibit 11 “SPARE PARTS STANDARD EXCHANGE SERVICE”

a) Clause 4.1 of the Exhibit 11 - Spare Parts Standard Exchange Service of the Agreement shall be cancelled and substituted by the following:

4.1 “Dispatch Lead Time

(i) The Company shall deliver to the Provider’s facilities indicated in Article 6 the Unserviceable LRU with the Form 6-3 duly filled-in, as standard exchange core parts, within a maximum [*****]. In the event the Unserviceable LRU is not returned within the above said period, the Provider shall be entitled to charge the Company late fee equivalent to [*****] of the value of the part per day starting from the [*****] after the standard exchange Work Order date. For the sake of clarity, the Provider shall waive the application of the above described late fees in the event that the Provider will be late to make available to the Company the serviceable LRU in accordance with the lead time set here above in the Clause 3.2;

(ii) when dispatching the Unserviceable LRU, the Company will also send by fax or by telex or by email all the data related to the dispatch (including, but not restricted to, the date of dispatch and the carrier’s name);

(iii) notwithstanding the above provision in (i), in the event an Unserviceable LRU is not received by the Provider [*****] after the Company’s standard exchange Work Order date, the Provider has the right to declare this corresponding part as lost and to invoice the Company the amount of the part sent in exchange by the Provider; such invoice will be considered as a sale of the involved part from the Provider to the Company which will gain the title to property on this part after the full payment of the Provider’s invoice and the Provider shall be entitled [*****] as from the Provider’s invoice is sent to withdraw the amount of the Provider’s invoice from the Security Deposit as specified in Article 13;

(iv) in case of accumulated LRU not received in accordance with above sub-clause (iii), the Provider will be entitled at its sole discretion to withdraw the provision of access by the Company to the Pool parts having given [*****] prior written notice;”

b) Any other provision of the Exhibit 11 shall remain in full force and effect.

3.17 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

(i) The last sentence of Clause 11.1.1 of the Exhibit 12 - LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by:

“For the sake of clarity, propeller blades may be available through the standard exchange Service, as per the Exhibit 11 (“Spare parts standard exchange Service”).”

(ii) Any other provision of the Exhibit 12 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.18 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

a) Clause 11.2.1 of the Exhibit 12- LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by the following:

“11.2.1 Any off-Aircraft maintenance tasks and works to be performed on Main Elements shall be carried out in accordance with the technical specifications stipulated by the OEM of each Main Element. Such maintenance tasks with respect to each Aircraft comprise the following services on which are based the prices set out in Clause 10.3 of the Agreement:

(i) for the propellers (manufacturer Hamilton Standard):

• scheduled maintenance for the propeller hub, actuator, transfer tube, adjusting nut

• scheduled maintenance specific to propeller blades,

• spare replacement (temporary loan) for sub-items returned for shop maintenance.

For the sake of clarity,

• dome replacement and armbore repair will be subject to a case by case quotation

• de-icer and nickel sheath replacements are at a fixed flat rate

• embodiment of Airworthiness Directives, modifications and/or Service Bulletins will be subject to a case by case quotation

(ii) for the landing gears (manufacturer Messier-Dowty):

• scheduled maintenance,

• basic unscheduled repair (BUR),

• spare replacement (temporary loan) for sub-items returned for shop maintenance.

For the sake of clarity,

• Life Limited parts repairs or replacement will be subject to a case by case quotation

• Wheels and Brakes maintenance can be provided on spot basis

• embodiment of Airworthiness Directives, modifications and/or Service Bulletins will be subject to a case by case quotation”

b) Any other provision of the Exhibit 12 shall remain in full force and effect.

3.19 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

a) Clause 11.2.2(iii) of the Exhibit 12 - LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by the following:

“(iii) for landing gears of ATR 42-500, 72-500, 72-600 Aircraft: overhaul at [*****], or should the first occurs, the calendar limit of [*****] for ATR 72-500 /72-600 and [*****] for ATR 42-500”

b) Any other provision of the Exhibit 12 shall remain in full force and effect.

3.20 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

a) Clause 11.3.4 of the Exhibit 12 - LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by the following:

“II.3.4 Return to the Provider of the Main Element or Replacement Spare Main Element

At the time the Provider delivers to Company a replacement spare Main Element or returns any repaired or overhauled Main Element to the Company, for fitment on Company’s Aircraft, the Company will deliver back to the Provider the Main Element removed for repair or overhaul or the replacement spare Main Element previously obtained from the Provider, on a date (the “Due Date”) that will not exceed [*****] (including time for transportation, customs clearance and transit) such period starting from the date the Company receives the replacement spare Main Element or the repaired or overhauled Main Element. When the Main Element removed for repair or overhaul is replaced by a replacement spare Main Element of the Stock or a spare of Company’s property, Company shall return to Provider or the designated Repair Shop such removed Main Element within the same maximum [*****] period, starting from its removal date. A grace period of [*****] shall apply into the calculation of the above mentioned late fees, i.e. if the spare Main Element is returned within such [*****], late fee will not apply. At the same time, if the spare Main Element is not returned within the grace period, late fee will apply starting from the [*****] after that the Main Element belonging to the Company has been returned to the Provider.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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For returning the Main Elements and replacement spare Main Elements to the Provider, the Company shall use adapted container or when applicable the containers received from the Provider. Any container received by the Provider or its approved Repair Shop in incomplete or damaged condition from the Company shall be subject to refurbishment or replacement at Company’s cost and expense in addition to the prices specified in Clause 10 of the Agreement.

Notwithstanding any other Provider’s right, should the Company fails to deliver the Main Element removed for repair or overhaul or the spare replacement Main Element(s) back to the Provider or the Repair Shop on the above Due Date, the Provider may charge late returns fees to the Company in an aggregate amount of

[*****]

[*****]

per day of delay as from the Due Date until the replacement spare Main Element or the Main Element is duly received by the Provider or the Repair Shop. The Provider shall be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13.”

b) Any other provision of the Exhibit 12 shall remain in full force and effect.

3.21 Addition of the Exhibit 15 “ADVANCED POOL STOCK”

The Exhibit 15 attached hereto is added to the GMA.

4. Additional Conditions as per Proposal

The Provider commits to offer to AZUL and/or TRIP, as relevant, [*****] ATR proprietary parts purchased by the AZUL and/or TRIP, as relevant, for the Aircraft it operates, as long as the Amended GMA AZUL and/or Amended GMA TRIP, as relevant, is in force. Any provision of discount shall not be eligible to any other reduction or any specific Provider reward program.

5. Entry into force and Conditions Precedent

The Covenant will come into full force and effect with retroactive effect at February 1^st, 2013 once (i) executed by both Parties and (ii) the settlement of any due amount by TRIP and AZUL in compliance with the provisions of Clause 3.7(ii) here above has been made.

6. Miscellaneous

6.1 Governing Law

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Agreement in all respects shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Contract).

6.2 Arbitration

Any dispute (a “Dispute”) arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) (the “Rules”), which Rules are deemed to be incorporated by reference into this arbitration agreement.

The arbitral tribunal shall consist of three (3) arbitrators. The seat of arbitration shall be New York, U.S.A. or any other place mutually agreed by the parties. All hearings shall take place in New York, New York or any other place mutually agreed by the parties and the language of the arbitration shall be English.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Issue 3 – DSC 0014/13

The governing law of this arbitration agreement shall be the substantive laws of the State of New York, U.S.A.

6.3 To the extent not inconsistent with this Covenant, all other terms and conditions of the Amended GMA AZUL and Amended GMA TRIP shall continue in full force and effect.

If, at any time, any of the provisions of this Covenant is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, neither the validity, legality or enforceability of the remaining provisions hereof nor the validity, legality or enforceability of such provision(s) under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

For the sake of clarity, it is hereby stated and agreed by the Parties that:

(i) Except otherwise provided by the Parties, contractual relationship between the Parties until January 31^st 2013 shall remain governed by the terms and conditions of the GMA TRIP and GMA AZUL, as relevant.

(ii) For the sake of clarity and as provided hereunder, contractual relationship between the Parties as from February 1^st, 2013 shall be governed in compliance with the terms and conditions of the Amended GMA AZUL and Amended GMA TRIP, as relevant.

6.4 Unless required by law or applicable regulations, the Parties hereby agree not to disclose the terms of this Covenant to any third party, other than (i) any permitted assigns or (ii) the professional advisors of the Parties.

6.5 This Covenant can be modified only by a written document signed by the Parties through their duly authorized representatives.

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EXECUTlON PAGE

This Covenant has been executed in three (3) original copies in the English language.

For and on behalf
AZUL
/s/ John Peter Rodgerson Signed by: John Peter Rodgerson
Function: Attorney In Fact
Date: August 20, 2013
For and on behalf
TRIP
/s/ José Mario Caprioli dos Santos Signed by: José Mario Caprioli dos Santos	/s/ Evandro Braga de Oliveira Evandro Braga de Oliveira
Function: CEO	Management and Quality Director
Date: August 20, 2013	August 21, 2013
For and on behalf
AVIONS DE TRANSPORT REGIONAL
/s/ Massimo Castorina Signed by: Massimo Castorina
Function: Vice President Commercial  Product Support & Services
Date: September 2, 2013

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EXHIBIT 1-A2 – LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT

The following Exhibit is composed of two (2) pages

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 20 / 49
	Issue 3 – DSC 0014/13

[*****]

Part Number of each assembly and subcomponent shall be provided by the Company.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Issue 3 – DSC 0014/13

EXHIBIT 3-A5 – STOCK

The following Exhibit is composed of twelve (12) pages, into which are listed [*****] part numbers.

[*****]	DESCRIPTION	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	CONDENSER	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT GUIDANCE CONTROL PANEL	[*****]
[*****]	AUTO PILOT SERVO-ACTUATOR	[*****]
[*****]	AUTO PILOT CAPSTAN	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	ATTENDANT PANEL USB KEY	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	ROD-DYNAMOMETRIC, ROLL	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	RESTRICTOR-FLAP VLV BLOCK FLOW, EXTN LINE	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	SHAKER-STICK	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	COUPLING-REFUEL/ DEFUEL	[*****]
[*****]	CONTROLLER-HORN ANTI-ICING	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, LH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RUDDER	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	ACCELEROMETER-THREE	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 22 / 49
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[*****]	DESCRIPTION	[*****]
[*****]	AXIS	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-RELIEF, LOW PRESSURE	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	GROUND COOLING FAN	[*****]
[*****]	SMOKE DETECTOR	[*****]
[*****]	TOTAL AZUL Addn 4	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	ECU-3000	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	MANAGEMENT UNIT-ACARS	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	VHF-4000-8,33 KHZ	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STATIC INVERTER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]	DESCRIPTION	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	REFUEL CONTROL PANEL	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-ANTI ICING PRESS REG AND SHUTOFF	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	CLOCK	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	EFIS CONTROL PANEL RH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	MPC-ED36	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	MULTIPURPOSE CONTROL & DISPLAY UNIT	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION, RED	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	VOR/ILS/MKR RECEIVER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 24 / 49
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[*****]	DESCRIPTION	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	TRANSMITTER/ REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE AP	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-S	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-DC	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	PROPELLER BLADES	[*****]
[*****]	PROPELLER ASSEMBLY	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	MFC	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	FUEL HEATER	[*****]
TOTAL AZUL Addn 3		[*****]
[*****]	DESCRIPTION	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CVR-SOLID STATE	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 25 / 49
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[*****]	DESCRIPTION	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	CONTROL UNIT-BUS POWER AC	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	CONTROL UN IT-GENERATOR, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	LIGHT-ANTICOLLISION, WHITE	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****]	DESCRIPTION	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-XFEEDAIR BLEED	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	TRANSMITTER FUEL FLOW	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	EXCITER - IGNITION LC.	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FUEL PUMP	[*****]
TOTAL AZUL LS ATR 200		[*****]
[*****]	DESCRIPTION	[*****]
[*****]	PROPELLER ASSY	[*****]
[*****]	PROPELLER ASSY	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	PROPELLER ASSY	[*****]
[*****]	MFC	[*****]
[*****]	MFC	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	ACTUATOR-NOSE	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	COMPUTER-AFCS	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	VALVE-DEFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	ACTUATOR-MAIN	[*****]
[*****]	ACTUATOR-MAIN RH	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	VALVE ASSY-P2.5, P3 AIR PRESS VALVE	[*****]
[*****]	CONDENSER	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	ACTUATOR-MAIN	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	COUPLER-HF ANTENNA	[*****]
[*****]	GOVERNOR-PROPELLER OVSP	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	MOUNT ANTENNA-WEATHER RADAR	[*****]
[*****]	PUMP, HYDRAULIC, OVSP GOV	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	BOBBIN	[*****]
[*****]	DATA COLLECTION UNIT	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH ELEVATOR	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 28 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHUTOFF	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	ANTENNA-TCAS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	ASSISTER-FREE FALL, MLG	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	SEAT-DISABLED PASSENGER, RH	[*****]
[*****]	SEAT-DISABLED PASSENGER, LH	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	BAR ASSY-TORQUE	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	JOINT	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	CLOCK	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	SHOCKMOUNT-AFT LATERAL, RH	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	MASK ASSY-REGULATOR, OXYGEN	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	BATTERY-MAIN	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	PUMP-PROPELLER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 29 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	FEATHERING	[*****]
[*****]	MOTOR-WIPER, F/O	[*****]
[*****]	MOTOR-WI PER, CAPTAIN	[*****]
[*****]	INDICATOR-PRESSURE, TRIPLE	[*****]
[*****]	ACTUATOR-UNLOCKING, MLG	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	SENSOR, TORQUE MONITOR	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	SWITCH-OVER TEMPERATURE	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	INDICATOR-AIRSPEED, STANDBY	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	TANK-FUEL DRAIN AND EJECTOR PUMP	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	CONTROL UNIT-OVEN	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	CLOCK	[*****]
[*****]	CLOCK	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	MASK ASSY-REGULATOR, OXYGEN	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	TRANSMITTER-EMERGEN CY LOCATOR	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	VALVE-TWO WAY AND WATER DRAIN	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 30 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	PROBE-PILOT	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	ANTENNA-RADIO-ALTIMETER RECEPTION	[*****]
[*****]	CONTROL UNIT-ATC	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	STATIC INVERTER	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	PLAYER-CASSETTE	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
TOTAL TRIP Batch 1		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 31 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	AUTO PILOT CAPSTAN	[*****]
[*****]	AUTO PILOT SERVO-ACTUATOR	[*****]
[*****]	FLIGHT GUIDANCE CONTROL PANEL	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	POWER TRIM BOX	[*****]
[*****]	CLOCK	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	EFIS CONTROL PANEL RH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	MPC-ED36	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	MULTIPURPOSE CONTROL 8 DISPLAY UNIT	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	RECEIVER-VOR/ILS/ MKR	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET INPUT OUTPUT MODULE AUTO PILOT	[*****]
[*****]	CORE AVIONICS CABINET INPUT OUTPUT MODULE-DC	[*****]
[*****]	CORE AVIONICS CABINET INPUT OUTPUT MODULES	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	PRINTER	[*****]
[*****]	ICP 110VM	[*****]
[*****]	ICP 111VM	[*****]
[*****]	ICP 111VM	[*****]
[*****]	ICP 112VM	[*****]
[*****]	ICP 114VM	[*****]
[*****]	ICP 131VM	[*****]
[*****]	ICP 131VM	[*****]
[*****]	ICP 132VM	[*****]
[*****]	ICP 400VM	[*****]
[*****]	ICP 401VM	[*****]
[*****]	ICP 402VM	[*****]
[*****]	ICP 404VM	[*****]
[*****]	ICP 6VM	[*****]
[*****]	ICP 811VM	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 32 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	CENTRAL MAIN INSTRUMENT PANEL LIGHT	[*****]
[*****]	LIGHT MANAGEMENT UNIT	[*****]
[*****]	TCAS DIRECTIONAL ANTENNA	[*****]
TOTAL TRIP Batch 2		[*****]
[*****]	DESCRIPTION	[*****]
[*****]	T2CAS Computer	[*****]
[*****]	T2CAS Computer	[*****]
TOTAL Batch Adt		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 33 / 49
	Issue 3 – DSC 0014/13

EXHIBIT 4-A3 – LRU(s) AVAILABLE FOR REPAIR AND STANDARD EXCHANGE SERVICES

The following Exhibit is composed of ten (10) pages, into which are listed [*****] part numbers.

[*****]	DESCRIPTION	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	CONDENSER	[*****]
[*****]	EXTRACTOR-WATER	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-ELECTROPNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	VALVE-PNEUMATIC OUTFLOW	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	VALVE-TURBINE INLET CONTROL	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	CONTROLLER-DIGITAL	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	CONDENSER	[*****]
[*****]	VALVE CHECK-AIR BLEED	[*****]
[*****]	VALVE-CHECK, ECS DISTRIBUTION	[*****]
[*****]	VALVE-TURBINE BYPASS CONTROL	[*****]
[*****]	REGULATOR-PRESSURE	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-PACK FLOW CONTROL	[*****]
[*****]	VALVE-TURBINE BYPASS	[*****]
[*****]	VALVE-HOT BYPASS	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	VALVE-CHECK	[*****]
[*****]	INDICATOR-CAB PRESS	[*****]
[*****]	INDICATOR-COMPT/DUCT TEMP	[*****]
[*****]	CONTROLLER-TEMPERATURE	[*****]
[*****]	SELECTOR-TEMPERATURE	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	CONTROLLER-MANUAL	[*****]
[*****]	VALVE-SHUTOFF TURBOFAN	[*****]
[*****]	VALVE-TRIM AIR	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-GROUND COOLING	[*****]
[*****]	FAN-RECIRCULATION	[*****]
[*****]	FAN-AIR INDIVIDUAL DISTRIBUTION	[*****]
[*****]	FAN-AIR EXTRACTION	[*****]
[*****]	VALVE-UNDERFLOOR ISOL/VENT	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	VALVE-OVERBOARD VENTILATION	[*****]
[*****]	ROD-DYNAMOMETRIC, ELEVATOR	[*****]
[*****]	ROD-DYNAMOMETRIC, RUDDER	[*****]
[*****]	ROD-DYNAMOMETRIC, RUDDER	[*****]
[*****]	ROD-DYNAMOMETRIC, ELEVATOR	[*****]
[*****]	ACTUATOR-AP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 34 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	ACTUATOR-AP	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	ADVISORY DISPLAY UNIT-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	COMPUTER-AFCS	[*****]
[*****]	CONTROL PANEL-AFCS	[*****]
[*****]	FLIGHT GUIDANCE CONTROL PANEL	[*****]
[*****]	AUTO PILOT SERVO-ACTUATOR	[*****]
[*****]	AUTO PILOT CAPSTAN	[*****]
[*****]	PLAYER-DIGITAL	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	COUPLER-HF ANTENNA	[*****]
[*****]	ADAPTER-HF ANTENNA	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	AMPLIFIER-HF POWER	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	CONTROL UNIT-HF	[*****]
[*****]	COUPLER HF ANTENNA	[*****]
[*****]	PLAYER-CASSETTE	[*****]
[*****]	MULTISYSTEM CONTROL DISPLAY UNIT-GNSS	[*****]
[*****]	TRANSCEIVER-HF	[*****]
[*****]	TRANSCEIVER-VHF	[*****]
[*****]	ECU-3000	[*****]
[*****]	VHF/COMM TRANSCEIVER	[*****]
[*****]	VHF-4000-8,33 KHZ	[*****]
[*****]	MANAGEMENT UNIT-ACARS	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CVR-SOLID STATE	[*****]
[*****]	CONTROL UNIT-CVR	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	HANDSET-CABIN ATTENDANT	[*****]
[*****]	SELECTION PANEL-SELCAL CODE	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	AMPLIFIER-PASSENGER ADDRESS	[*****]
[*****]	DECODER-SELCAL	[*****]
[*****]	TRANSFORMER-GROUND POWER CURRENT, AC	[*****]
[*****]	STATIC INVERTER	[*****]
[*****]	PROTECTION UNIT-BATTERY	[*****]
[*****]	CONTROL UNIT-GENERATOR, DC	[*****]
[*****]	SENSOR-HALL EFFECT	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	GENERATOR-AC	[*****]
[*****]	AMMETER-BATTERY CH/DISCH	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 35 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	PANEL-AC/DC PARAMETER MEASURING	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	INVERTER-STATIC	[*****]
[*****]	DETECTION UNIT-FEEDER OVERHEAT	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	CONTROL UNIT-BUS POWER, AC	[*****]
[*****]	CONTACTOR-EXTERNAL POWER, DC	[*****]
[*****]	CONTACTOR-ACW	[*****]
[*****]	TRANSFORMER RECTIFIER UNIT	[*****]
[*****]	RELAY	[*****]
[*****]	RELAY	[*****]
[*****]	CONTACTOR-EXTERNAL POWER, DC	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TOILET-PSU	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	TRANSMITTER-EMERGENCY LOCATOR	[*****]
[*****]	HANDLE-ENG1 FIRE	[*****]
[*****]	HANDLE-ENG2 FIRE	[*****]
[*****]	DETECTOR UNIT	[*****]
[*****]	FAN-SMOKE DETECTION	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR UNIT-ENGINE OVERHEAT	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	CONTROL BOX-SMOKE DETECTION FAN	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	DETECTOR-SMOKE	[*****]
[*****]	MICROSWITCH-FLAP ASYMMETRY DETECTOR	[*****]
[*****]	CENTERING UNIT-RELEASABLE	[*****]
[*****]	CABLE-TENSION REGULATOR	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-FLAP POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	INDICATOR-TRIM POSITION	[*****]
[*****]	FEEDBACK UNIT-FLAP POSITION	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	SWITCH UNIT-FLAP CONTROL	[*****]
[*****]	ACTUATOR-ELEVATOR	[*****]
[*****]	ACTUATOR-TRIM	[*****]
[*****]	ACTUATOR-STICK PUSHER	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-FLAP	[*****]
[*****]	VALVE BLOCK-SPOILER	[*****]
[*****]	POWER TRIM BOX	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	RESTRICTOR-FLAP VALVE BLOCK FLOW, EXTN LINE	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	RESTRICTOR-FLAP VLV BLOCK FLOW, EXTN LINE	[*****]
[*****]	DAMPER-RUDDER	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	ACTUATOR-FLAP	[*****]
[*****]	SHAKER-STICK	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 36 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	AILERON GUST-LOCK ACTUATOR	[*****]
[*****]	ACTUATOR-SPOILER	[*****]
[*****]	ACTUATOR-FUEL LP VALVE	[*****]
[*****]	ACTUATOR-FUEL CROSSFEED VALVE	[*****]
[*****]	VALVE-FUEL LP	[*****]
[*****]	VALVE-CROSSFEED	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	VALVE-FUEL MOTIVE FLOW	[*****]
[*****]	INDICATOR-FUEL TEMP, TANK	[*****]
[*****]	FUEL CONTROL UNIT	[*****]
[*****]	REFUEL CONTROL PANEL	[*****]
[*****]	INDICATOR-FUEL QUANTITY REPEATER, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	INDICATOR-FUEL QUANTITY, KG	[*****]
[*****]	FUEL PROBE	[*****]
[*****]	PRESELECTOR-FUEL QUANTITY, KG	[*****]
[*****]	PRESELECTOR-FUEL QUANTITY, KG	[*****]
[*****]	FUEL PROBE	[*****]
[*****]	CLINOMETER-ROLL ATTITUDE	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	PUMP-FUEL ELECTRIC	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	JET PUMP-FEEDER TANK	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	JET PUMP-ENGINE FEED	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	CANISTER-ELECTRIC PUMP	[*****]
[*****]	COUPLING-REFUEL/DEFUEL	[*****]
[*****]	VALVE-REFUEL/DEFUEL	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	PUMP-ELECTRIC, AC	[*****]
[*****]	PUMP-ELECTRIC, AUXILIARY, DC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	RESERVOIR-HYDRAULIC	[*****]
[*****]	ACCUMULATOR-LINE	[*****]
[*****]	MODULE-PRESSURE	[*****]
[*****]	INDICATOR LEVEL SWITCH	[*****]
[*****]	INDICATOR-PRESSURE, TRIPLE	[*****]
[*****]	MOTOR-WIPER, F/O	[*****]
[*****]	MOTOR-WIPER, CAPTAIN	[*****]
[*****]	DETECTOR-ICE	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	VALVE-ANTI ICING PRESS REG AND SHUTOFF	[*****]
[*****]	CONTROLLER-WINDSHIELD TEMPERATURE	[*****]
[*****]	CONTROLLER-SIDE WINDOW TEMPERATURE	[*****]
[*****]	CONTROLLER-ICE PROTECTION	[*****]
[*****]	CONTROLLER-DE ICING, STANDBY	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-DE ICING DUAL DISTRIBUTOR	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHUTOFF	[*****]
[*****]	VALVE-ANTI ICING PRESS REGULATOR AND SHUTOFF	[*****]
[*****]	SEPARATOR-WATER	[*****]
[*****]	VALVE-ANTI ICING SHUTOFF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 37 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	CONTROLLER-HORN ANTI ICING	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RH ELEVATOR	[*****]
[*****]	RESISTOR-HORN ANTI-ICING, RUDDER	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, LH AILERON	[*****]
[*****]	RESISTOR-HORN ANTI ICING, RH AILERON	[*****]
[*****]	HEATER-DUAL DISTRIBUTOR VALVE	[*****]
[*****]	CONTROL UNIT-PROPELLER BRAKE	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	INTERFACE UNIT AIRCRAFT PERFORMANCE (APIU)	[*****]
[*****]	SOLID STATE FLIGHT DATA RECORDER	[*****]
[*****]	DIGITAL FLIGHT DATA RECORDER	[*****]
[*****]	ACCELEROMETER-THREE AXIS	[*****]
[*****]	MPC-ED36	[*****]
[*****]	TRANSMITTER-POSITION SYNCHRO	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	PANEL-ATTENDANT	[*****]
[*****]	ATTENDANT PANEL	[*****]
[*****]	MFCU	[*****]
[*****]	MFCU	[*****]
[*****]	ROD-DYNAMOMETRIC, ROLL	[*****]
[*****]	CREW ALERTING COMPUTER	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	PANEL-CREW ALERTING	[*****]
[*****]	ENTRY PANEL-FLIGHT DATA	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	CLOCK	[*****]
[*****]	EFIS CONTROL PANEL RH SIDE	[*****]
[*****]	EFIS CONTROL PANEL LH SIDE	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	INDEX CONTROL PANEL	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	MULTI-FUNCTION CONTROL PANEL	[*****]
[*****]	INTEGRATED AVIONICS DISPLAY	[*****]
[*****]	QUICK ACCESS RECORDER	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	CLOCK	[*****]
[*****]	MULTIPURPOSE CONTROL & DISPLAY UNIT	[*****]
[*****]	MULTIFUNCTION COMPUTER	[*****]
[*****]	CLOCK	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	COMPENSATOR-COLD JUNCTION	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	RESERVOIR-BRAKE	[*****]
[*****]	CYLINDER-MASTER	[*****]
[*****]	VALVE-SELECTOR, LG	[*****]
[*****]	ACCUMULATOR-PARKING	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 38 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	ABSORBER-SHOCK	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	SENSOR-WHEEL SPEED	[*****]
[*****]	VALVE-PARKING	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	MODULE-ANTISKID	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	CONTROL UNIT-ANTISKID SYSTEM	[*****]
[*****]	VALVE-RELIEF, LOW PRESSURE	[*****]
[*****]	CONTROL UNIT-BRAKE OVERTEMPERATURE	[*****]
[*****]	ELECTRONIC SYSTEM UNIT	[*****]
[*****]	VALVE-BRAKE	[*****]
[*****]	VALVE-SOLENOID, N/W STEERING	[*****]
[*****]	VALVE-SELECTOR, SWIVEL	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	VALVE-DIFFERENTIAL CONTROL SELECTOR	[*****]
[*****]	BOX-UPLOCK	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	LEVER-CONTROL, L/G	[*****]
[*****]	LIGHT-LOGO	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, LH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, RH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, RH	[*****]
[*****]	LIGHT-WING AND ENGINE SCAN, LH	[*****]
[*****]	LIGHT-LANDING	[*****]
[*****]	LIGHT-ANTI COLLISION, RED	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	LIGHT-STROBE	[*****]
[*****]	POWER SUPPLY UNIT-STROBE LIGHT	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	POWER SUPPLY UNIT-EMERGENCY LIGHTING	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	EMERGENCY LIGHTING POWER SUPPLY MODULE	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	POWER SUPPLY-UNIT ANTI COLLISION LIGHT	[*****]
[*****]	LIGHT-ANTI COLLISION, RED	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	LIGHT-ANTI COLLISION, WHITE	[*****]
[*****]	PROBE-PITOT	[*****]
[*****]	VALVE-FLUX	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	CONTROL UNIT-ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONVERTER-ANALOG/DIGITAL	[*****]
[*****]	CONTROL UNIT-ADF	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 39 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	PROBE-AIR TEMPERATURE	[*****]
[*****]	COMPENSATOR-REMOTE MAGNETIC	[*****]
[*****]	FLUX VALVE	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	ALTIMETER	[*****]
[*****]	ATTITUDE HEADING REF UNIT	[*****]
[*****]	INDICATOR-VERTICAL SPEED	[*****]
[*****]	AMPLIFIER-AUDIO MIXER	[*****]
[*****]	INDICATOR-RADIO MAGNETIC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	RECEIVER-ADF	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-ATC	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	INDICATOR-DME	[*****]
[*****]	ADAPTER BOX, ADF/ATC	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	TRANSPONDER-ATC	[*****]
[*****]	INDICATOR-AIRSPEED, STANDBY	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	ALTIMETER-STANDBY, INCHES OF MERCURY	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	INDICATOR-TAS/TEMP	[*****]
[*****]	INDICATOR-AIRSPEED	[*****]
[*****]	DISPLAY UNIT-EFIS	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	REFERENCE UNIT-ATTITUDE AND HEADING	[*****]
[*****]	SYMBOL GENERATOR UNIT	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROL PANEL-EFIS	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONTROLLER-INSTRUMENT REMOTE	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	CONTROL BOX-WEATHER RADAR	[*****]
[*****]	WX RADAR CONTROL PANEL	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	ATC TRANSPONDER	[*****]
[*****]	TRANSCEIVER-TCAS	[*****]
[*****]	RECEIVER-VOR/ILS/MKR	[*****]
[*****]	INTERROGATOR-DME	[*****]
[*****]	VOR/ILS/MKR RECEIVER	[*****]
[*****]	CONTROL UNIT-DUAL ATC	[*****]
[*****]	CONTROL UNIT-VOR/ILS/DME	[*****]
[*****]	CONTROL UNIT-ADF	[*****]
[*****]	CONTROL UNIT-TCAS	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 40 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	PROCESSOR UNIT-NAVIGATION	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	T2CAS COMPUTER	[*****]
[*****]	ANTENNA-RADIO-ALTIMETER RECEPTION	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	TRANSCEIVER-RADIO ALTIMETER	[*****]
[*****]	RADIO-ALTIMETER TRANSCEIVER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	GROUND PROXIMITY WARNING COMPUTER	[*****]
[*****]	INTEGRATED ELEC STAND-BY EQUIP	[*****]
[*****]	AIR DATA COMPUTER	[*****]
[*****]	NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)	[*****]
[*****]	AUXILIARY FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	AUXILIARY FLIGHT DATA ACQUISITION UNIT	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	TRANSCEIVER-WEATHER RADAR	[*****]
[*****]	MOUNT ANTENNA-WEATHER RADAR	[*****]
[*****]	RECEIVER DISPLAY UNIT-GPS	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	INDICATOR-OXYGEN HP	[*****]
[*****]	CYLINDER-OXYGEN (PORTABLE)	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	VALVE-FEED STOP	[*****]
[*****]	TRANSMITTER/REGULATOR - OXYGEN PRESS	[*****]
[*****]	DUCT-DISCHARGE DOWNSTREAM VALVE	[*****]
[*****]	VENTURI-HP	[*****]
[*****]	CONTROLLER-AIR LEAK DETECTION	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	VALVE ASSY-SHUTOFF	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	VALVE-XFEED, AIR BLEED	[*****]
[*****]	SWITCH-OVERTEMPERATURE	[*****]
[*****]	SWITCH-PRESSURE	[*****]
[*****]	INTEGRATED CORE PROCESSING MODULE	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-S	[*****]
[*****]	CAC SWM	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE-DC	[*****]
[*****]	CORE AVIONICS CABINET I/P O/P MODULE AP	[*****]
[*****]	ACTUATOR-CARGO DOOR	[*****]
[*****]	CONTROL UNIT-ARMOURED COCKPIT DOOR	[*****]
[*****]	PUSH-PULL CABLE-PROP CONDITION	[*****]
[*****]	SWITCH-PRESSURE, HYDRAULIC	[*****]
[*****]	INTERFACE UNIT-PROPELLER	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	INDICATOR-NP, PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	SYNCHROPHASER-PROP	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 41 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	CONTROL UNIT-PROPELLER	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	CONTROL ELECTRONIC-PROPELLER	[*****]
[*****]	PUMP GOVERNOR-PROPELLER OVERSPEED	[*****]
[*****]	BRUSH BLOCK ASSY	[*****]
[*****]	MODULE VALVE PROPELLER	[*****]
[*****]	MODULE VALVE-PROPELLER	[*****]
[*****]	ACTUATOR-PNEUMATIC	[*****]
[*****]	ELECTROVALVE	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	BLADE PROPELLER	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	BLADE AND PIN ASSY	[*****]
[*****]	PIPE-EXHAUST	[*****]
[*****]	GOVERNOR-PROPELLER OVSP	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	ENGINE CONTROL ELECTRONIC	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	ENGINE ELECTRONIC CONTROL	[*****]
[*****]	PUMP, HYDRAULIC, OVSP GOV	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	EJECTOR, FUEL WASTE	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	SENSOR TORQUE METER	[*****]
[*****]	VALVE ASSY, INTERCOMPRESS BLEED	[*****]
[*****]	SENSOR, TORQUE MONITOR	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	MFC	[*****]
[*****]	MFC	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	COOLER - OIL	[*****]
[*****]	CONDITIONER, TORQUE SIGNAL	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	FLOW DIVIDER & DUMP VALVE	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	VALVE INTERCOMPRESSOR BLEED	[*****]
[*****]	FUEL HEATER	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	ELECTRONIC ENGINE CONTROL UNIT	[*****]
[*****]	BRAKE, PROPELLER	[*****]
[*****]	BRAKE, PROPELLER (REPAIR RATIER-FIGEAC)	[*****]
[*****]	INDICATOR-FUEL TEMPERATURE	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	INDICATOR-FUEL FLOW/FUEL USED, KG	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]
[*****]	TRANSMITTER-FUEL FLOW	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 42 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	PUSH-PULL CABLE-PROPELLER POWER	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-ITT	[*****]
[*****]	INDICATOR-NH	[*****]
[*****]	INDICATOR-TORQUE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]
[*****]	VALVE TEMP/PRESSURE	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	COOLER-OIL	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	INDICATOR-OIL TEMP/PRESS	[*****]
[*****]	VALVE-SOLENOID OIL COOLER AIR REGULATING	[*****]
[*****]	TRANSMITTER-OIL PRESSURE	[*****]
[*****]	ACTUATOR-OIL COOLER FLAP	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 43 / 49
	Issue 3 – DSC 0014/13

EXHIBIT 7-A2 – ADDITIONAL STOCK

The following Exhibit is composed of two (2) pages, into which are listed [*****] part numbers.

First List for AZUL specific fleet contains [*****] part numbers

[*****]	DESCRIPTION	[*****]
[*****]	CONDENSER	[*****]
[*****]	COOLING UNIT	[*****]
[*****]	EXCHANGER-HEAT, DUAL	[*****]
[*****]	VALVE-TURBINE INLET- CONTROL	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	CONTROL UNIT-GENERATOR, AC	[*****]
[*****]	STARTER GENERATOR-DC	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	PBOBE-PITOT	[*****]
[*****]	VALVE-HP AIR BLEED	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	FUEL PUMP	[*****]
[*****]	[*****]	[*****]

Second List for TRIP specific fleet contains [*****] part numbers

[*****]	DESCRIPTION	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	REMOTE CONTROL AUDIO UNIT	[*****]
[*****]	CONTROL UNIT-BUS POWER, DC	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	FCU-HYDRO MECHANICAL	[*****]
[*****]	AUDIO CONTROL PANEL	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	EXCITER - IGNITION I.C.	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	PROBE-CCAS ALPHA	[*****]
[*****]	CONTROL UNIT- GENERATOR, DC	[*****]
[*****]	SERVO VALVE	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	CONDITIONER, TORQUE SIGNAL	[*****]
[*****]	ALTIMETER-STANDBY, MILLIBARS	[*****]
[*****]	CONTROL UNIT-VHF	[*****]
[*****]	ELECTRONIC SYSTEM UNIT	[*****]
[*****]	INDICATOR-STANDBY HORIZON	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]
[*****]	CONTROL, AUTOFEATHER	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 44 / 49
	Issue 3 – DSC 0014/13

[*****]	DESCRIPTION	[*****]
[*****]	GOVERNOR-PROPELLER OVSP	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	PUMP-PROPELLER FEATHERING	[*****]
[*****]	SWITCH-PROXIMITY	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 45 / 49
	Issue 3 – DSC 0014/13

EXHIBIT 15 – ADVANCED POOL STOCK

Advanced Pool Stock Availability

With the scope of further facilitating the maintenance operations of the Company, Repairer agrees to make available the Advanced Pool Stock to the Company and Company agrees to store the Advanced Pool Stock in a restricted area at the Storage Location. The provision, holding, use and disposal of the Advanced Pool Stock and its review shall be subject to the terms and conditions of this Agreement.

2. Provision and value of the Advanced Pool Stock

2.1 The Advanced Pool Stock is composed of items defined in Exhibit 7, which may be either brand new items or Used Serviceable Items depending on availability of each item of the Advanced Pool Stock into Repairer’s inventory at the time of their respective delivery.

2.2 The Advanced Pool Stock is governed by this Agreement until it is (i) either returned to the Repairer at the Expiry Date, (ii) purchased by Company in accordance with Clause 6 hereunder, or (iii) upon redelivery of the Advanced Pool Stock to Repairer after the termination of this Agreement pursuant to Clause 16 of this Agreement.

2.3 The Advanced Pool Stock shall be provided to Company by Repairer for the duration of the Term provided Company has met each of the Conditions Precedent set out in Clause 17 of the Agreement to the satisfaction of the Repairer before the Start Date.

2.4 The Advanced Pool Stock total value, under economic conditions 2010, shall be: [*****]. In the event the Repairer delivers Used Serviceable Items to the Company, the value of each such Used Serviceable Item shall be quoted at [*****] of the brand new value indicated in Exhibit 3 and the total value of the Advanced Pool Stock shall be adjusted accordingly.

3. Delivery

3.1 The items of the Advanced Pool Stock will be delivered by Repairer to Company, with the relevant airworthiness documents (certificate of conformity, EASA Form 1 or FAA Form 8130-3), [*****] ATR stores located at the address set forth in Clause 6.1 of this Agreement, or such other location as Repairer may from time to time notify to Company.

3.2 Delivery of the Advanced Pool Stock shall take place gradually. Repairer shall use its reasonable efforts to deliver [*****] of the items of the Advanced Pool Stock (in quantity) at the Start Date. Delivery of the Advanced Pool Stock shall be subject to the Stock delivery.

3.3 Notwithstanding the fact that the Repairer is the owner of the Advanced Pool Stock, all risks whatsoever and howsoever relating to or arising in connection with the Advanced Pool Stock and any item of the Advanced Pool Stock, shall be transferred to, vested in and borne by the Company as from the delivery of each item of the Advanced Pool Stock by Repairer to Company.

3.4 Company shall be responsible for and proceed to custom clearance of any item of the Advanced Pool Stock. Within a maximum [*****] lead time from the date any item of the Advanced Pool Stock is delivered, Company shall provide Repairer with evidence that any fees, customs duties, and customs declarations have been paid and made, failing which Repairer may consider such failure as a Company Default pursuant Clause 16 of this Agreement.

4. Management and Handling Procedures

4.1 Location

i. Company shall keep the Advanced Pool Stock in secured warehouse facilities at the Storage Location, the use of which is reserved for storing and protecting the Advanced Pool Stock owned by Repairer. These facilities shall be separated from any areas used to store any other equipment and the Storage Location shall be clearly marked with the inscription “ATR PROPERTY”. All the items of the Advanced Pool Stock will be stored with their corresponding documentation.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 46 / 49
	Issue 3 – DSC 0014/13

ii. Company agrees to maintain the Advanced Pool Stock by applying the best standard methods for storage and maintenance as required by applicable EASA regulations at its own maintenance and storage costs, particularly for parts subject to limited shelf life or cure date.

iii. Company shall promptly notify the Repairer of any loss or damage to the Advanced Pool Stock whilst under its management.

iv. Prior to the Delivery Date and upon each renewal of any policy, the Company shall supply the Repairer with certificates of insurance compliant with the terms and conditions set out in Clause 8 of this Agreement.

v. If at any time during the term, the Storage Location is not owned by the Company and is leased from a third party, the Company shall advise the Repairer of the name and address of the owner or landlord of such facilities or if any change of the owner or landlord occurs. It shall be the responsibility of the Company to notify said owner or landlord of the Repairer’s right of ownership in and to the Advanced Pool Stock and copy the Repairer of such notification.

vi. The Company agrees to assume liability for and to indemnify and keep harmless Repairer against any loss, cost, expense (including the fees of professional advisers and out of pocket expenses), financial liability, taxes, damage or monetary loss of any kind which Repairer may suffer or incur as a consequence of the loss or damage to any item of the Advanced Pool Stock.

4.2 Use

The Company shall be entitled to, provided no Company Default has occurred and is continuing, withdraw and use any of the items of the Advanced Pool Stock pursuant to standard exchange service conditions defined in Exhibit 11 and in accordance with its operational needs, solely for the remedy of parts associated defects on the Aircraft covered under this Agreement.

4.3 Inventory

The Repairer or its agent shall have the right to inspect the Advanced Pool Stock and to audit any records relating thereto at any reasonable time upon giving prior written notice to the Company. The Company shall provide full access to enable the Repairer to conduct periodic inventory inspection of the Advanced Pool Stock.

Should any part of the Advanced Pool Stock be missing, partially or totally damaged, or has not its appropriate airworthiness documentation at the time the Repairer or its agent carries out its inspection/audit, and if the Company cannot justify the part being under repair, the Company shall have a period of [*****] to remedy the situation to the satisfaction of the Repairer, failing which, the Repairer shall invoice the Company the price for any such lost or damaged item at the ATR spare parts catalogue price applicable at the date of such invoice.

5. Purchase Option

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 47 / 49
	Issue 3 – DSC 0014/13

6. Modifying the Composition of the Advanced Pool Stock

Upon either party’s request, the parties agree to review the content of the Advanced Pool Stock at the first anniversary date of the Start Date. Shall the parties agree to modify the content of the Advanced Pool Stock, the following conditions shall apply:

i. item returned by the Company that has never been used by the Company since the Start Date, is received by the Repairer in serviceable condition, in its original packaging and with all appropriate airworthiness documents;

ii. the item shall be returned in accordance with the provisions of Clause 6.2 of this Agreement; and

iii. if an item is returned to the Repairer from the Advanced Pool Stock, the value of the Advanced Pool Stock shall be modified by subtraction of the initial value of the concerned item; and

iv. if an item is added to the Advanced Pool Stock, the value of the Advanced Pool Stock shall be increased pursuant to the ATR Spares Catalogue price for the added item at the economical condition of the moment the Advanced Pool Stock is modified.

The Company shall be responsible for and pay any costs incurred by the return to Repairer and/or replacement of such items of the Advanced Pool Stock, including but not limited to transportation costs, customs duties, formalities and commissions, re-certification fees if documents are missing or damages are found.

7. Purchase or Return of the Advanced Pool Stock

7.1 Promptly on the Expiry Date, and subject to Clause 5 of this Exhibit 15, the Company shall have the option to:

i. [*****]

ii. re-deliver the items of the Advanced Pool Stock to the Repairer in accordance with Clause 6.2 of this Agreement or to any other address indicated from time to time by Repairer to the Company, in accordance with the following terms and conditions.

7.2 In the event that any items are delivered back to the Repairer without the appropriate airworthiness documentation, or whenever the parts are returned without the original documents supplied by the Repairer, or if the Repairer has to test, to replace or to repair such returned item(s) of the Advanced Pool Stock due to damage or deterioration as a result of incorrect storage, inappropriate packaging and/or transport, or for any other reason whatsoever, the Company is liable for any associated re-certification, repair, overhaul, or replacement costs for such items at the ATR catalogue prices applicable on the date of delivery of such item to the Company.

7.3 If the Company fails to deliver the Advanced Pool Stock or any part(s) of the Advanced Pool Stock within [*****] of the Expire Date, the Company shall pay late return fees equal to [*****] of the value of the non-returned part(s), per Day since the Expire Date, until: a) the missing part(s) are duly received by the Repairer, or b) a maximum [*****] from the Expire Date. The Repairer will be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13.

7.4 The Company acknowledges and agrees that in the event any item of the Advanced Pool Stock, or the entire Advanced Pool Stock, is not re-delivered to the Repairer within [*****] of the Expire Date, this item or the Advanced Pool Stock shall be deemed lost, and the Repairer will invoice this item of the Advanced Pool Stock to the Company at the ATR spare parts Catalogue price in force at the date of delivery of any such item of the Advanced Pool Stock. Should the Company fail to pay such invoice, Repairer will be entitled, at its sole discretion, to withdraw the corresponding amount(s) from the Security Deposit.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Issue 3 – DSC 0014/13

8. Payment and Transfer of the Title to Property

8.1 Save as otherwise set out in this Agreement, the purchase price for any item of the Advanced Pool Stock shall be paid in accordance with the provisions of Clause 12.

8.2 Notwithstanding the provisions of Clause 6 of Exhibit 11, title to the Advanced Pool Stock or any item thereof shall remain with the Repairer at all times until such Advanced Pool Stock or part thereof has been purchased by the Company and provided that the amount of the corresponding invoice has been fully received by the Repairer in accordance with Clauses 10 and 12 of this Agreement. The Company specifically agrees that it shall not acquire any interest, equity or share of the Advanced Pool Stock, or pledge or create any lien of any sort whatsoever prior to the transfer of title to the Advanced Pool Stock to the Company in accordance with this Agreement. It is hereby acknowledged and agreed that the Company is appointed as the custodian of the Advanced Pool Stock, which appointment the Company hereby accepts until such time as the Repairer has received the Company’s payment in full for the Advanced Pool Stock or any item if the Advanced Pool Stock in case such Advanced Pool Stock or item is either missing, damaged, without airworthiness documentation, purchased by the Company or not returned by the Company to the Repairer in accordance with the provisions of this Agreement.

8.3 The Company may not, under any circumstances, perform or permit any action to be taken that may be detrimental to the Repairer’s title to and property in the Advanced Pool Stock, including without limitation:

i. the Company must not transfer, sell, charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or dispose of the Advanced Pool Stock or any item of the Advanced Pool Stock; and

ii. the Company shall take the necessary measures in order to prevent the Advanced Pool Stock or part of the Advanced Pool Stock from being seized or taken away, or to check the Advanced Pool Stock in the event of a seizure by distress or any other similar legal process. However, if the Advanced Pool Stock or part of the Advanced Pool Stock is seized or taken away, the Company must immediately inform the Repairer in writing and indemnify the Repairer for any losses, costs or expenses incurred by the Repairer as a result of the above-mentioned events, and shall mitigate any such Losses, costs or expenses by using its best efforts to re-possess the Advanced Pool Stock or to re-acquire the Advanced Pool Stock or any item of the Advanced Pool Stock.

AZUL & TRIP – ATR	Global Maintenance Agreement-Addendum O5	Page 49 / 49
	Issue 3 – DSC 0014/13

1- Amendment n° 6 issue 4

to the Global Maintenance Agreement

(Contract ref DS/CC-2612/10)

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

and

Avions de Transport Regional GIE

dated December the 24^th, 2010;

2- Amendment n° 4 issue 4

to the Global Maintenance Agreement

(Contract reference DS/C-2883/09)

between

TRIP LINHAS AÉREAS S/A

and

Avions de Transport Regional GIE

dated September the 10^th, 2010.

Between

AZUL LINHAS AERÉAS BRASILEIRAS S/A

(as Company)

and

TRIP LINHAS AÉREAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

Signing Date: March 14, 2014

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 1 / 27
	DS/CS-551/14

CONTENTS

CONTENTS			2
WHEREAS:			4
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:			5
1.	Definitions		5
2.	Amendments to GMA AZUL and GMA TRIP		5
	2.1	Amendment to Article 10 - “PRICE”	5
	2.2	Amendment to Exhibit 3 “STOCK”	10
	2.3	Amendment to Exhibit 10 “LEASE OF STOCK”	10
	2.4	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	11
	2.5	Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”	12
3.	Entry into force and Conditions Precedent		12
4.	Miscellaneous		13
5.	Governing law – Arbitration		13
EXHIBIT 3-A6 – STOCK			15

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 2 / 27
	DS/CS-551/14

This covenant (hereinafter referred to as the “Covenant”) is made on March 14, 2014:

BETWEEN:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939 - Edificio Castello Branco Office Park - Torre Jatobá -9° andar - CEP 06460-040 — Alphaville Industrial, Barueri, Sao Paulo, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as “AZUL”,

on the one part,

AND:

TRIP LINHAS AERÉAS S/A, a company incorporated under the laws of Sao Paulo, Brazil, whose registered office is at Avenida Cambacicas, 1.200, Campinas — SP, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 02.428.624/0001-30;

Hereafter referred to as “TRIP”,

on the second part,

Hereafter individually or collectively referred to as “Company”, as the context requires,

AND:

AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d’ntérêt 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,

Hereafter referred to as the “Provider” or “ATR”,

on the third part.

Hereinafter individually referred to as the “Party” or collectively as the “Parties”

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	DS/CS-551/14

WHEREAS:

1) WHEREAS AZUL and ATR have entered into a Global Maintenance Agreement ref DS/CC-2612/10 (dated December 24^th, 2010), amended from time to time, to support AZUL ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA AZUL”); and,

2) WHEREAS TRIP and ATR have entered into a Global Maintenance Agreement ref DS/C-2883/09 (dated September 10^th, 2010), amended from time to time, to support TRIP ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA TRIP”); and,

3) WHEREAS pursuant to an investment agreement dated on May 25, 2012, entered into between Trip shareholders and Azul S.A., TRIP became a wholly owned subsidiary of the latter, integrating the Azul Group which already includes AZUL, an operating company, as duly approved in due time by their respective corporate governing bodies and the relevant authorities (National Civil Aviation Agency - “ANAC” - and Brazilian Antitrust Authority - “CADE”); and

4) WHEREAS further to operation as detailed above in 3), AZUL is going to progressively operate an enlarged fleet of Aircraft coming from TRIP; AZUL and TRIP wishing that operational support tasks as well as scheduled and unscheduled maintenance regarding their respective Aircraft fleet being provided by ATR benefiting of the GMA AZUL main terms and conditions; and,

5) WHEREAS ATR, as the Aircraft manufacturer and Provider, made a commercial proposal ref DS/CC-65/12 Issue 3 (the “Commercial Proposal”) to AZUL and TRIP, dated February 8^th, 2013, setting out its capacities and abilities to satisfy such needs, and AZUL and TRIP agreed on the Commercial Proposal on February 19^th, 2013; and

6) WHEREAS the Parties have amended the GMA AZUL (Amendment n°5) the GMA TRIP (Amendment n°3), on August 20^th, 2013; and

7) WHEREAS, in consideration of the resizing of the on-site stock, the [*****], the Parties intend to amend the GMA TRIP and the GMA AZUL in order to integrate additional Stock and to take into account commercial modification; and,

8) WHEREAS the Parties wish to amend certain provisions of the GMA TRIP and GMA AZUL upon the terms and conditions set out below.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

Unless otherwise defined, capitalized terms, singular or plural, used in this Covenant, shall have the same meaning ascribed thereto in the GMA AZUL and/or the GMA TRIP.

2. Amendments to GMA AZUL and GMA TRIP

The following articles, sentences or words of GMA AZUL and GMA TRIP are amended as follows:

2.1 Amendment to Article 10 - “PRICE”

The Article 10 is cancelled and substituted by the following:

“

10.1 The lease payment payable for the lease of the Stock (based on the Stock technical contents defined in Exhibit 3 and 10), as from the Start Date is a [*****]:

(i) corresponding to [*****] per year of the Stock value which is set in Exhibit 10, Clause 2.4 if all the parts of the Stock are brand new; or

(ii) in the event the Provider delivers Used Serviceable Items to the Company as set out in Exhibit 10 Clause 2.4, the [*****] set forth in Clause 10.1 (i) above shall be payable from the Start Date until the date on which the last item of the Stock is delivered. On such date the Provider will notify in writing to the Company the exact and definitive Stock Value, and the revised monthly lease payment based upon [*****] of such Stock Value. Promptly after delivery of the last item of the Stock, Provider shall issue a credit equal to the difference between the total amount of lease payments actually paid by the Company since the Start Date and the price the Company should have paid for the Used Serviceable Items delivered by Provider according to the provisions of this Clause 10.1 (ii); the definitive Stock Value shall be determined with prices of items of the Stock, based on the current ATR spare parts Catalogue sales price for brand new item or based on [*****] of the current ATR spare parts Catalogue brand new sales price for serviceable item depending on the status of the item delivered.

10.2 The price payable by Company to Provider for the Standard Exchange service set out in Exhibit 11 at economic condition 2014, is as follows:

• For all aircraft:

Aircraft age year 1: [*****]

Aircraft age year 2: [*****]

Aircraft age year 3: [*****]

Aircraft age year 4: [*****]

Aircraft age year 5 and beyond: [*****]

These prices are [*****] per Aircraft and assume the availabilities described on the list of LRUs defined in Exhibit 4.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

10.3 The prices per airborne FH per Aircraft payable by Company to Provider for LRU, Main Elements, and services set out in this Agreement at economic condition 2014, are:

10.3.1 For LRU: [*****] per FH and per Aircraft, [*****]:

• For all aircraft:

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

10.3.2 For the Main Element services as defined in Exhibit 12 a [*****] per Aircraft airborne FH or CY:

(i) Propellers (2ea) applicable to all aircraft:

(a) For maintenance

• [*****]

• [*****]

The above propellers maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following propeller hub, actuator, transfer tube and blades composing each propeller assembly:

[*****]

(b) For availability [*****]

Additional flat rates here under shall be applied for the following operations, as applicable:

(c) [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 6 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

(d) For each propeller blade nickel sheath replacement, a flat rate of:

[*****]

[*****]

[*****]

(ii) Landing gears (per shipset):

For 42-500, 72-500, 72-600 landing gears:

(a) For maintenance:

[*****]

plus

(b) For availability

[*****]

The above landing gear maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following sub-assemblies composing each landing gear assembly

[*****]

10.4 Price for reconciliation

10.4.1 Intentionally left blank

10.4.2 Price for LRU removal rate reconciliation at economic condition 2014

Any point of difference, to be measured in units and tenths, between the RRR and the MRR pursuant to the conditions set out in Clause I.3 of Exhibit 12, shall be invoiced or credited per airborne FH on the basis of:

For Final Fleet:

[*****]

[*****]

[*****]

[*****]

[*****]

10.4.3 Anticipated scheduled Events

Parties agree that all prices for each Service subject to Scheduled Events are based on the achievement of the applicable maintenance program(s).

In case of deviation of the Scheduled Event maintenance program parameters by a number of [*****] [*****], such deviation shall be considered an Anticipated Event.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

For any such Anticipated Event, whichever the context, Provider shall invoice Company the Lost Potential multiplied by the applicable price mentioned in Clause 10.3.

10.5 Prices adjustment

The adjustment conditions set out in Clauses 10.5.1 and 10.5.2 below [*****]

10.5.1 Commercial Conditions for price Adjustment

Prices of this Agreement will be adjusted [*****] in accordance with the following adjustment formula:

[*****]

where:

[*****] is the [*****] for the year N+1,

[*****] is the [*****] as determined by economic conditions of year N (current year),

[*****] is the [*****] in the year N,

[*****] is the corresponding [*****] of the year N-1,

[*****] is the [*****] in the year N,

[*****] is the corresponding [*****] of the year N-1.

Escalation is subject to a [*****] for Stock, Clause 10.1, and Standard Exchange, Clause 10.2, services.

Escalation is subject to [*****] for LRU repair service, Clause 10.3.1 and Clause 10.4.2.

The Prices set out in this covenant relative to the Main Elements Services will be adjusted [*****]

Escalation is subject to [*****] for Main Elements repair service [*****] In any case the final result of the applicable annual adjustment rate shall [*****] Clause 10.3.2.

Escalation is subject to a [*****].

10.5.2 Technical Conditions for Prices Adjustment

Both Parties agree to modify the prices given in Clause 10 [*****] pursuant to Clause 11 if the operating parameters of the Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****]), change by more or less [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of this Agreement.

As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters as a reference for the above calculation:

(i) [*****]

(ii) [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

10.6 Specific conditions

10.6.1 Company’s Aircraft fleet change(s)

[*****]

10.6.2 Unused Aircraft

During the Term, should any Aircraft remain temporarily unused for less than thirty (30) Days by the Company for whatever reason, the Company shall not request or obtain from the Provider a change in prices or terms and conditions set out in this Agreement in Clauses 10 and 12.

10.7 Maintenance Provision - Phase-in invoicing

No later than the first Scheduled Event or Anticipated Event, the Company shall pay to ATR an amount (“Maintenance Provisions”) corresponding for each Main Element and/or their sub-assembly, to the number of FH and CY accrued since the last overhaul or since new as applicable, multiplied by the applicable rate defined in Clauses 10.3.2 and 10.5 and applicable at the date of the first event.

Should any Aircraft be subject to a Maintenance Reserves Agreement with ATR or ATR affiliated company, above Maintenance Provisions shall be deducted from the applicable Maintenance Reserves still available into ATR or ATR affiliate’s account for each related individual Main Element and/or their sub- assembly as applicable.

10.8 Maintenance Provisions refundable at termination of the Agreement

10.8.1 Upon termination of this Agreement with respect to one or more Aircraft and/or Services in accordance with the terms of this Agreement (except as a result of a Company Default) (the “Termination Date”), the Provider shall reimburse the Company Maintenance Provisions related to landing gears maintenance services and/or their sub-component for ATR 72-600 only based on [*****]) of the amount set out in Clause 10.3.2 for maintenance services (the “Refund Amount”), taking into account the price applicable [*****] as per Clauses 10.5 and when applicable adjusted every [*****] as per Clause 10 and 11, for each FH or CY performed for Main Elements: between the re-installation on such Aircraft after the last shop repair or overhaul or exchange occurred under this Agreement, as evidenced in the relevant EASA, FAA, TC, or ANAC release form and ending on the Termination Date.

For sake of clarity, since the Company will pay such service based on,

• for ATR 42-500, ATR 72-500 and ATR 72-600, [*****] of the price by the hours and [*****],

• for ATR 72-600, [*****] of the price by the hours and [*****],

• for ATR 42-500 and ATR 72-500, [*****] of the price by the hours and [*****],

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

the Refund Amount will apply only for the maintenance reserves collected for the landing gears installed on ATR 72-600 aircraft. In addition, it is agreed by the parties that [*****] of the maintenance provision paid for the maintenance of the landing gears will be reimbursed as credit memo for the purchasing of services, goods and aircraft.

Should any Aircraft be an ATR and/or ATR affiliate’s property, then Refund Amount shall be reimbursed to the owner.

Provider shall only be required to reimburse the Refund Amount provided that:

(i) the Company returned to the Provider all replacement spare(s) Main Element(s), items of the Stock, Core Items and Unserviceable LRU the Provider may have delivered or be expected from time to time according to the terms of this Agreement, and

(ii) The Company paid to the Provider all due amounts, and

(iii) The Company is not in Default of any of its obligations under this Agreement.

(iv) The related maintenance service is not subject to payment on event.

10.8.3 It is also understood that airborne FH and/or CY to be taken into account for such a refund process are only those accrued on original Main Element(s) of Aircraft when fitted on Company’s Aircraft or alternatively spare(s) main elements of Company property. FH and/or CY accrued on replacement spare Main Element(s) provided by the Provider to the Company under this Agreement and/or any Main Element(s) different from those installed on Aircraft on the date they were originally delivered to the Company or not owned by the Company shall not be taken into account in this refund process.”

2.2 Amendment to Exhibit 3 “STOCK”

The Exhibit 3-A5 is cancelled and substituted in its entirety by the Exhibit 3-A6 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to such Exhibit 3-A6.

2.3 Amendment to Exhibit 10 “LEASE OF STOCK”

a) Clause 2.4 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

The Stock total value of Exhibit 3 list shall be:

For the initial AZUL stock delivered under economic conditions 2010,

[*****]

For the stock delivered under the AZUL amendment 3 under economic conditions 2011,

[*****]

For the stock delivered under the AZUL amendment 4 under economic conditions 2011,

[*****]

For the first batch, stock delivered under the GMA TRIP under economic conditions 2011

[*****]

For the second batch limited to the parts not recommended by the repairer, stock delivered as set in Exhibit 3-A5 of the Amendment under the GMA TRIP under economic conditions 2011

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

For the sake of clarity, parts of the Stock contained into the second batch that are recommended by Repairer, are provided [*****] delivered under the GMA TRIP under economic conditions 2011 [*****].

For the batch related to the Amendment 5, stock delivered under economic conditions 2013

[*****]

For the batch related to the Amendment 6, stock delivered under economic conditions 2014

[*****]

a) Clause 2.5 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

“The Stock total value of Exhibit 7 list, under economic conditions 2010, shall be:

For the stock delivered under the AZUL amendment 1

[*****]

For the stock delivered under the GMA TRIP

[*****]

For the sake of clarity the Stock total value is the sum of the Stock total value of Exhibit 3 list and the Stock total value of Exhibit 7 list, i.e.

[*****]

b) Any other provision of the Exhibit 10 shall remain in full force and effect.

2.4 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

a) Clause II.2.2 of the Exhibit 12 – LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by the following:

“

II.2.2 At the date of entry into force of this Agreement, the Parties acknowledge and agree that applicable intervals for inspections / overhauls on Main Elements are:

(i) Intentionally left blank,

(ii) for propellers components of ATR42-500, 72-500, 72-600 aircraft (system 568F): overhaul at [*****] for the blades, hub, transfer tube and adjusting nut, or should the first occurs, the calendar limit of [*****],

(iii) for landing gears of

• ATR72-500 / 72-600 Aircraft: overhaul at [*****] cycles, or should the first occurs, the calendar limit of [*****]

• ATR42-500 Aircraft: overhaul at [*****], or should the first occurs, the calendar limit of [*****].

The Provider reserves its rights to ask the Company to modify the above Main Elements maintenance program in accordance with the Aircraft Manufacturer MRB and/or MPD, to optimize the Company’s Aircraft dispatch reliability, and provided the Company’s airworthiness authorities enable so.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

The prices set out in Clause 10.3 are calculated on the basis of maintenance programs and inspection intervals provided herein and may be adjusted in the case such maintenance programs are changed from time to time during the Term or in case the above mentioned intervals for inspections and overhauls are not reached.”

b) Any other provision of the Exhibit 12 shall remain in full force and effect.

2.5 Amendment to Exhibit 12 “LRU AND MAIN ELEMENTS REPAIR SERVICES”

a) Clause II.6.2.1 of the Exhibit 12 – LRU and Main Elements Repair Services of the Agreement shall be cancelled and substituted by the following:

“

II.6.2.1 General terms and conditions

The spare Main Elements delivered and leased by Provider to the Company in accordance with this Clause II.6 are limited to the replacement of the corresponding Main Element of Main Element sub-assembly to be removed for maintenance visit being either the full assembly or, in particular for propellers and landing gears, only the component or sub-assembly due to maintenance visit in accordance with the applicable maintenance manuals:

• For propellers: the blades and/or the hub and/or the actuator and/or the transfer tube,

• For landing gears: the nose leg and/or the NLG drag brace and/or the main leg (LH and/or RH) and/or the side brace (LH and/or RH).

At the time the Company will send a Work Order for the delivery and lease of any spare Main Element to replace a Main Element to be removed for repair or major refurbishment, this (these) replacement spare Main Element(s) will be eligible for delivery and lease to the Company, provided that:

(i) the Company is not in default of any of its obligations under to this Agreement, and

(ii) spare Main Element(s) already provided by Provider under Exhibit 10 and/or this Clause II.6 is(are) no longer available into Company’s stores, and

(iii) the total number of Main Elements requested for delivery under this Clause II.6 by the Company is limited for scheduled maintenance, at any time, to:

(a) intentionally left blank,

(b) for propellers: [*****] (or same sub-assembly component),

(c) for landing gears: [*****] (or same sub-assembly component).”

b) Any other provision of the Exhibit 12 shall remain in full force and effect.

3. Entry into force and Conditions Precedent

This Covenant shall enter into force on its date of signature by the Parties, subject to the following conditions precedent having been met (or expressly waived) to the Provider’s satisfaction:

a) The payment by AZUL of the Security deposit related to the resizing of the on-site stock, and

b) The provision by the AZUL to the Provider of the relevant insurance certificate as per Clause 8 (“Insurances”) related to the resizing of the on-site stock.

Unless otherwise agreed upon in writing by the Parties through a subsequent amendment to the GMA AZUL and/or GMA TRIP, this Covenant shall remain in force for the term of the referenced GMA.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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4. Miscellaneous

4.1 This Covenant contains the entire agreement between the Parties regarding the subject-matter and shall supersede any previous understandings, commitments and/or representations whatsoever oral or written.

4.2 In case of any inconsistency between the terms of the GMA AZUL and/or GMA TRIP, as relevant, and this Covenant regarding the subject-matter, the latter shall prevail.

To the extent not inconsistent with this Covenant, all terms and conditions of the GMA AZUL and/or GMA TRIP, as relevant, shall remain valid and binding.

4.3 This Covenant shall not be varied or modified except by a written document duly signed by duly authorized representatives of the Parties.

5. Governing law – Arbitration

The provisions of Clause 24 “Governing Law and Arbitration” of the GMA AZUL and/or GMA TRIP, as relevant, shall apply mutatis mutandis to this Covenant.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 13 / 27
	DS/CS-551/14

EXECUTION PAGE

This Covenant has been executed in three (3) original copies in the English language.

For and on behalf

AZUL

/s/ Renato Covelo

Signed by: Renato Covelo

Function: Attorney In Fact

Date: March 19^th, 2014

For and on behalf

TRIP

/s/ Renato Covelo

Signed by: Renato Covelo

Function: Attorney In Fact

Date: March 14^th, 2014

For and on behalf

AVIONS DE TRANSPORT REGIONAL

/s/ Massima Castorina

Signed by: Massima Castorina

Function: Vice – President Commercial

 Product Support & Services

Date:

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 14 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-A6 – STOCK

[*****]

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 15 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]		[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]						[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 16 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 17 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 18 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 19 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 20 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 21 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 22 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 23 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 24 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]						[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 25 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]			[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
			[*****]			[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 26 / 27
	DS/CS-551/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]						[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
			[*****]			[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 06 issue 4	Page 27/ 27
	DS/CS-551/14

1- Amendment n° 7 issue 2

to the Global Maintenance Agreement

(Contract ref DS/CC-2612/10)

between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

and

Avions de Transport Regional GIE

dated December the 24^th, 2010;

2- Amendment nº 5 issue 2

to the Global Maintenance Agreement

(Contract reference DS/C-2883/09)

between

TRIP LINHAS AÉREAS S/A

and

Avions de Transport Regional GIE

dated September the 10^th, 2010.

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A

(as Company)

and

TRIP LINHAS AÉREAS S/A

(as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E.

(as Provider)

Signing Date: August 13, 2014

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 1 / 21
	DS/CS-2627/14

CONTENTS

CONTENTS			2
WHEREAS:			4
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:			5
1.	Definitions		5
2.	Amendments to GMA AZUL and GMA TRIP		5
	2.1	Amendment to Exhibit 3 “STOCK”	5
	2.3	Amendment to Exhibit 10 “LEASE OF STOCK”	5
3.	Entry into force and Conditions Precedent		6
4.	Miscellaneous		6
5.	Governing law – Arbitration		6
EXHIBIT 3-A6 – STOCK			8

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 2 / 21
	DS/CS-2627/14

This covenant (hereinafter referred to as the “Covenant”) is made on August 13, 2014:

BETWEEN:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939 - Edifício Castello Branco Office Park - Torre Jatobá -9° andar - CEP 06460-040 — Alphaville Industrial, Barueri, Sao Paulo, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as “AZUL”,

on the one part,

AND:

TRIP LINHAS AÉREAS S/A, a company incorporated under the laws of Sao Paulo, Brazil, whose registered office is at Avenida Cambacicas, 1.200, Campinas – SP, Brazil, identified under Cadastro Nacional de Pessoa Jurídica (CNPJ) number 02.428.624/0001-30;

Hereafter referred to as “TRIP”,

on the second part,

Hereafter individually or collectively referred to as “Company”, as the context requires,

AND:

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,

Hereafter referred to as the “Provider” or “ATR”,

on the third part.

Hereinafter individually referred to as the “Party” or collectively as the “Parties”

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 3 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

WHEREAS:

1) WHEREAS AZUL and ATR have entered into a Global Maintenance Agreement ref DS/CC-2612/10 (dated December 24^th, 2010), amended from time to time, to support AZUL ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA AZUL”); and,

2) WHEREAS TRIP and ATR have entered into a Global Maintenance Agreement ref DS/C-2883/09 (dated September 10^th, 2010), amended from time to time, to support TRIP ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance (the “GMA TRIP”); and,

3) WHEREAS pursuant to an investment agreement dated on May 25, 2012, entered into between Trip shareholders and Azul S.A., TRIP became a wholly owned subsidiary of the latter, integrating the Azul Group which already includes AZUL, an operating company, as duly approved in due time by their respective corporate governing bodies and the relevant authorities (National Civil Aviation Agency - “ANAC” - and Brazilian Antitrust Authority - “CADE”); and

4) WHEREAS further to operation as detailed above in 3), AZUL is going to progressively operate an enlarged fleet of Aircraft coming from TRIP; AZUL and TRIP wishing that operational support tasks as well as scheduled and unscheduled maintenance regarding their respective Aircraft fleet being provided by ATR benefiting of the GMA AZUL main terms and conditions; and,

5) WHEREAS ATR, as the Aircraft manufacturer and Provider, made a commercial proposal ref DS/CC-65/12 Issue 3 (the “Commercial Proposal”) to AZUL and TRIP, dated February 8^th, 2013, setting out its capacities and abilities to satisfy such needs, and AZUL and TRIP agreed on the Commercial Proposal on February 19^th, 2013; and

6) WHEREAS the Parties have amended the GMA AZUL (Amendment n°5) and the GMA TRIP (Amendment n°3), on August 20^th, 2013; and

7) WHEREAS, in consideration of the resizing of the on-site stock, the [*****], the Parties have amended the GMA AZUL (Amendment n°6) and the GMA TRIP (Amendment n°4), on March 14^th, 2014; and

8) WHEREAS, in consideration of the resizing of the on-site stock, the Parties intend to amend the GMA TRIP and the GMA AZUL in order to integrate additional Stock ; and,

9) WHEREAS the Parties wish to amend certain provisions of the GMA TRIP and GMA AZUL upon the terms and conditions set out below.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 4 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

Unless otherwise defined, capitalized terms, singular or plural, used in this Covenant, shall have the same meaning ascribed thereto in the GMA AZUL and/or the GMA TRIP.

2. Amendments to GMA AZUL and GMA TRIP

The following articles, sentences or words of GMA AZUL and GMA TRIP are amended as follows:

2.1 Amendment to Exhibit 3 “STOCK”

The Exhibit 3-A5 is cancelled and substituted in its entirety by the Exhibit 3-A6 attached hereto and any reference to Exhibit 3 in the Agreement shall be construed as reference to such Exhibit 3-A6.

2.3 Amendment to Exhibit 10 “LEASE OF STOCK”

a) Clause 2.4 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

The Stock total value of Exhibit 3 list shall be:

For the initial AZUL stock delivered under economic conditions 2010,

[*****]

For the stock delivered under the AZUL amendment 3 under economic conditions 2011,

[*****]

For the stock delivered under the AZUL amendment 4 under economic conditions 2011,

[*****]

For the first batch, stock delivered under the GMA TRIP under economic conditions 2011

[*****]

For the second batch limited to the parts not recommended by the repairer, stock delivered as set in Exhibit 3-A5 of the Amendment under the GMA TRIP under economic conditions 2011

[*****]

For the sake of clarity, parts of the Stock contained into the second batch that are recommended by Repairer, are provided [*****] delivered under the GMA TRIP under economic conditions 2011

[*****]

For the batch related to the Amendment 5, stock delivered under economic conditions 2013

[*****]

For the batch related to the Amendment 6, stock delivered under economic conditions 2014

[*****]

For the batch related to the Amendment 7, stock delivered under economic conditions 2014

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 5 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

a) Clause 2.5 of the Exhibit 10 - Lease Stock of the Agreement shall be cancelled and substituted by the following:

“The Stock total value of Exhibit 7 list, under economic conditions 2010, shall be:

For the stock delivered under the AZUL amendment 1

[*****]

For the stock delivered under the GMA TRIP

[*****]

For the sake of clarity the Stock total value is [*****]

[*****]

b) Any other provision of the Exhibit 10 shall remain in full force and effect.

3. Entry into force and Conditions Precedent

This Covenant shall enter into force on its date of signature by the Parties, subject to the following conditions precedent having been met (or expressly waived) to the Provider’s satisfaction:

a) The payment by AZUL of the Security deposit related to the resizing of the on-site stock, and

b) The provision by the AZUL to the Provider of the relevant insurance certificate as per Clause 8 (“Insurances”) related to the resizing of the on-site stock.

Unless otherwise agreed upon in writing by the Parties through a subsequent amendment to the GMA AZUL and/or GMA TRIP, this Covenant shall remain in force for the term of the referenced GMA.

4. Miscellaneous

4.1 This Covenant contains the entire agreement between the Parties regarding the subject-matter and shall supersede any previous understandings, commitments and/or representations whatsoever oral or written.

4.2 In case of any inconsistency between the terms of the GMA AZUL and/or GMA TRIP, as relevant, and this Covenant regarding the subject-matter, the latter shall prevail.

To the extent not inconsistent with this Covenant, all terms and conditions of the GMA AZUL and/or GMA TRIP, as relevant, shall remain valid and binding.

4.3 This Covenant shall not be varied or modified except by a written document duly signed by duly authorized representatives of the Parties.

5. Governing law – Arbitration

The provisions of Clause 24 “Governing Law and Arbitration” of the GMA AZUL and/or GMA TRIP, as relevant, shall apply mutatis mutandis to this Covenant.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 6 / 21
	DS/CS-2627/14

EXECUTION PAGE

This Covenant has been executed in three (3) original copies in the English language.

For and on behalf

AZUL

/s/ Alexandre Wagner Malfitani

Signed by: Alexandre Wagner Malfitani

Function: Attorney In Fact

Date: July 31, 2014

For and on behalf

TRIP

/s/ Alexandre Wagner Malfitani

Signed by: Alexandre Wagner Malfitani

Function: Attorney In Fact

Date: July 31, 2014

For and on behalf

AVIONS DE TRANSPORT REGIONAL

/s/ P/O D. Vintner

Signed by: Massimo Castorina

Function: Vice-President Commercial

Product Support & Services

Date:

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 7 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 3-A6 – STOCK

The following Exhibit is composed of twelve (12) pages, into which are listed [*****] part numbers.

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 8 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]		[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]		[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]						[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 9 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 10 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 11 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 12 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 13 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 14 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 15 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 16 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 17 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]						[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 18 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]						[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 19 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

ITEM [*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]						[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]						[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 20 / 21
	DS/CS-2627/14

CONFIDENTIAL TREATMENT REQUESTED

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]		[*****]
[*****]						[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

AZUL & TRIP - ATR	Global Maintenance Agreement-Addendum 07 issue 2	Page 21 / 21
	DS/CS-2627/14

EX-10.4

Exhibit 10.4

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 the Securities and Exchange Commission.

	GE
	Aviation

General

Terms

Agreement

No. GE-1-1190636254

PROPRIETARY INFORMATION NOTICE The information contained in this document is GE Proprietary Information and is disclosed in confidence. It is the property of GE and shall not be used, disclosed to others, or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear on any such reproduction. Export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GENERAL TERMS AGREEMENT NO. GE-    -        

Table of Contents

•	Agreement
	SECTION I - DEFINITIONS			2
	SECTION II - TERMS & CONDITIONS			5
	ARTICLE 1	-	PRODUCTS	5
	ARTICLE 2	-	PRODUCT PRICES	5
	ARTICLE 3	-	PRODUCT ORDER PLACEMENT	6
	ARTICLE 4	-	DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF GE PRODUCTS	6
	ARTICLE 5	-	PAYMENT FOR PRODUCTS	7
	ARTICLE 6	-	GENERAL	7
	ARTICLE 7	-	TAXES AND DUTIES	7
	ARTICLE 8	-	WARRANTIES AND PRODUCT SUPPORT PLAN	8
	ARTICLE 9	-	EXCUSABLE DELAY	8
	ARTICLE 10	-	PATENTS	8
	ARTICLE 11	-	DATA	9
	ARTICLE 12	-	LIMITATION OF LIABILITY	10
	ARTICLE 13	-	GOVERNMENT AUTHORIZATION, EXPORT SHIPMENT	10
	ARTICLE 14	-	PERSONAL DATA PROTECTION	10
	ARTICLE 15	-	NOTICES	11
	ARTICLE 16	-	MISCELLANEOUS	12
•	Exhibit A - Engine Warranty Plan
	SECTION I	-	WARRANTIES	A-1
	SECTION II	-	GENERAL CONDITION	A-4
•	Exhibit B - Product Support Plan
	SECTION I	-	SPARE PARTS PROVISIONING	B-1
	SECTION II	-	TECHNICAL PUBLICATIONS AND DATA	B-2
	SECTION III	-	TECHNICAL TRAINING	B-3
	SECTION IV	-	CUSTOMER SUPPORT AND SERVICE	B-4
	SECTION V	-	ENGINEERING SUPPORT	B-4
	SECTION VI	-	PERFORMANCE TREND MONITORING	B-4
	SECTION VII	-	GENERAL CONDITIONS - PRODUCT SUPPORT PLAN	B-4
•	Exhibit C - Payment Terms
•	Exhibit D - Standard Diagnostics Services

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

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”.

WITNESSETH

WHEREAS, Airline has acquired, or is in the process of acquiring a certain number of aircraft equipped with installed GE Engines, and

WHEREAS, GE, GE-LLC and Airline desire to enter into this Agreement to establish the terms and conditions governing the sale by GE and GE-LLC and the purchase by Airline of spare Engines, related equipment and spare parts therefor and the Product Services to be supplied by GE in support of such installed and spare Engines for use by Airline with respect to its commercial passenger operation purposes (“Activities”), and

FURTHER, GE acknowledges that GE-LLC is a 100% owned subsidiary of GE.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the respective Parties hereto agree as follows to the respective Sections of this Agreement. Capitalized terms used herein that are otherwise undefined shall have the meanings ascribed to them in Section I (“Definitions”), unless the context requires otherwise.

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

SECTION I - DEFINITIONS

These definitions shall apply for all purposes of this Agreement unless the context otherwise requires.

“Aircraft” means the aircraft on which the Erigine(s) listed in the applicable letter agreement to this Agreement is (are) installed.

“Agreement” means this General Terms Agreement (together with all exhibits, and specific transaction agreements (“Letter Agreements”) and attachments) between GE and Airline.

“Airworthiness Directive” means a requirement for the inspection, repair or modification of the Engine or any portion thereof as issued by the Federal Aviation Administration of the United States Department of Transportation (“FAA”).

“ANAC” shall mean the Agéncia Nacional de Aviação Civil, the Brazilian Airworthiness Authority or any successor thereto.

“ATA” means the Air Transport Association of America.

“Data” means all information and data of any type, form or nature (including, but not limited to, designs, drawings, blueprints, tracings, plans, models, layouts, software, specifications, technical publications, electronic transmittals, customer website data and memoranda) which may be furnished or made available to Airline by GE or GE-LLC, directly or indirectly, as the result of this Agreement, excluding information or data that is in the public domain in Airline’s possession prior to being furnished by GE or GE-LLC, furnished to Airline by a third party not associated with GE or GE-LLC or independently developed by Airline.

“Engine” means the FAA certified Engine(s) described in the applicable letter agreement(s) to this Agreement or covered under this Agreement pursuant to Article 8 hereof.

“Expendable Parts” means those parts which must routinely be replaced during inspection, repair, or maintenance, whether or not such parts have been damaged, and other parts which are customarily replaced at each such Inspection and maintenance period such as filter inserts and other short-lived items which are not dependent on wear out but replaced at predetermined intervals.

“Failed Parts” means those Parts and Expendable Parts suffering a Failure, including Parts suffering Resultant Damage.

“Failure” means the breakage of a Part, failure to function of a Part, or damage to a Part, rendering it not Serviceable and such breakage, failure or damage has been determined to the reasonable satisfaction of the Parties to be due to causes within GE’s control, including, but not limited to, a defect in design. Failure shall also include any defect in material or workmanship. Failure does not include any such breakage, malfunction or damage that is due to normal wear and tear that can be restored by overhaul or repair.

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

“Flight Cycle” means the complete running of an Engine from start through any condition of flight and ending at Engine shutdown. A “touch and go landing” used during pilot training shall be considered as a “Flight Cycle.”

“Flight Hours” means the cumulative number of airborne hours in operation of each Engine computed from the time an aircraft leaves the ground until it touches the ground at the end of a flight.

“Foreign Object Damage” means any damage to the Engine caused by objects that are not part of the Engine and Engine optional equipment.

“GE Products” means spare Engines, related optional equipment, technical data, and other products offered from time to time, as may be offered for sale and/or provided by GE.

“GE-LLC Products” means spare Parts, Expendable Parts, Engine Modules, and other products offered from time to time, as may be offered for sale and/or provided by GE-LLC.

[*****]

“Module” means a major sub-assembly of any of the Engines described in the applicable letter agreements or covered under this Agreement pursuant to Article 8 hereof.

“Part” means only those FAA certified Engine and Engine Module Parts which have been sold originally to Airline by GE for commercial use. The term excludes parts that were furnished on new Engines and Modules but are procured directly from vendors. Such parts are covered by the vendor warranty and the GE “Vendor Warranty Back Up.” Also excluded are Expendable Parts and customary short-lived items such as igniters and filter inserts.

[*****]

“Part Cycles” means the total number of Flight Cycles accumulated by a Part.

“Parts Repair” means the GE recommended rework or restoration of Failed Parts to a Serviceable condition.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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“Part Time” means the total number of Flight Hours accumulated by a Part.

“Resultant Damage” means the damage suffered by a Part in warranty because of a Failure of another Part or Expendable Part within the same engine, provided the Part or Expendable Part causing the damage was in warranty.

“Serviceable” when used to describe an Engine or Part, means in a airworthy condition within the limits defined in the applicable Engine manuals, specification and/or publications by the type certificate holder.

“Scrapped Parts” means those Parts determined by GE to be un-Serviceable and not repairable by virtue of reliability, performance or repair costs. Such Parts shall be considered as scrapped if they bear a scrap tag duly countersigned by a GE representative. Such Parts shall be destroyed and disposed of by Airline unless requested by GE for engineering analysis, in which event any handling and shipping shall be at GE’s expense.

“Spare Engine” means an Engine acquired in support of Airline’s fleet of Aircraft for use as a spare Engine when another Engine in such fleet is unavailable due to damage or is otherwise being repaired or serviced.

“Ultimate Life” of a Part means the approved limitation on use of a Part, in cumulative Flight Hours or Flight Cycles, which a U.S. government authority establishes as the maximum period of allowed operational time for such Parts in Airline service, with periodic repair and restoration.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-I-1190636254

SECTION II - TERMS AND CONDITIONS

ARTICLE 1 - PRODUCTS

A. Airline may purchase under the terms and subject to the conditions hereinafter set forth, Spare Engines, Engine Modules, spare Parts, related optional equipment, technical data and other products offered from time to time, as may be offered for sale by GE and GE-LLC (hereinafter referred to as “Product(s)”) in quantities and in configurations reasonably required to support Airline’s Activities and the aircraft applications operated by Airline in connection therewith.

B. In order to assure that an adequate supply of GE Spare Engines are available to support the operating fleet of GE powered aircraft, GE reserves the option, for a limited period of time following the sale of Spare Engines to Airline, to repurchase Spare Engines which Airline proposes to utilize for other than its own operating purposes.

Accordingly, if prior to the accumulation of [*****] Flight Hours on any Spare Engine sold hereunder, Airline elects to a) offer such Spare Engine for resale or b) undertake action to cause components or parts of such Spare Engine to be made available for sale, Airline shall give GE prompt advanced written notice of such determination (“Airline’s Notice”). Promptly upon receipt of such notice, GE shall have the option to repurchase the Spare Engine from Airline (the “GE Repurchase Option”) at the lower of a) the price at which such Spare Engine was sold by GE to Airline less an amount to cover any use and operation of the Spare Engine which, as agreed by the parties, shall be equal [*****] per operating hours and cycles applicable to the equivalent GE lease pool engine or b) [*****]. If requested by GE, an independent expert, jointly designated by GE and Airline, shall verify such offer while maintaining in confidence the identity of such third party. GE shall give Airline notice of its decision to decline or to exercise such GE Repurchase Option within twenty (20) business days of its receipt of Airline’s Notice. Fulfillment by GE of the GE Repurchase Option shall be conditional upon technical inspection, review and acceptance of the Spare Engine and its records by GE and the execution of a mutually acceptable purchase agreement. For the avoidance of doubt, such GE Repurchase Option shall not apply to any sale of a Spare Engine intended to secure sale/leaseback financing in connection with the initial purchase of such Spare Engine or to the leasing of an Engine to a third party.

ARTICLE 2 - PRODUCT PRICES

A. In General. The selling price of GE-LLC or GE Products will be the respective prices which are quoted in GE-LLC’s Spare Parts Price Catalog, as revised from time to time (the “Spare Parts Catalog” or “Catalog”) or in GE’s written quotation or proposal from time to time and (ii) confirmed in a Letter Agreement with GE for the purchase of Spare Engines or in a purchase order placed by Airline and accepted by GE-LLC. GE shall quote such prices in

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-I-1190636254

U.S. Dollars and Airline shall pay for GE-LLC or GE Products in U.S. Dollars. GE-LLC will advise Airline in writing ninety (90) days in advance of any changes in prices affecting a significant portion of the prices in the Catalog. During such ninety (90) day period, GE¬LLC shall not be obligated to accept Airline purchase orders for quantities of spare Parts in excess of up to ninety (90) days of Airline’s normal usage beyond the effective date of the announced price change.

B. Spare Engines. Spare Engine prices will be quoted as base prices, subject to escalation using the appropriate GE Engine escalation provisions then in effect. The appropriate GE escalation provisions will be set forth in each applicable letter agreement to this Agreement. No change to such escalation provisions will apply to Airline until GE provides Airline at least ninety (90) days prior written notice.

ARTICLE 3 - GE PRODUCT ORDER PLACEMENT

A. The terms and conditions set forth herein are in lieu of all printed terms and conditions appearing on Airline’s purchase orders.

B. Airline shall place purchase orders for GE or GE-LLC Products and GE’s or GE-LLC’s acknowledgment of each purchase order shall constitute acceptance thereof. Airline’s execution of a Letter Agreement shall, for the purchase of Spare Engines, serve as Airline’s purchase order for such Spare Engines and GE’s receipt thereof.

ARTICLE 4 - DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS

A. Shipment of GE Products and GE-LLC Products shall be from GE’s facility in Evendale, Ohio, U.S.A., Peebles, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility at GE’s option.

B. Delivery of all GE Products and GE-LLC Products shall be as follows (hereinafter “Delivery”):

(i) For GE Products and GE-LLC Products shipped from the U.S. to a domestic U.S. destination, Delivery of such GE Products and GE-LLC Products shall be [*****] at the point of shipment described in Paragraph A of this Article;

(ii) For GE Products and GE-LLC Products shipped from the U.S. to a destination outside the U.S., Delivery of such GE Products and GE-LLC Products shall be to Airline at the frontier of the destination country. Unless otherwise agreed, Airline shall be responsible for exporting the GE Products and GE-LLC Products out of the U.S.;

(iii) For GE Products and GE-LLC Products shipped from a location outside the U.S., Delivery of such GE Products and GE-LLC Products shall be [*****] from such foreign GE facility.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-I-1190636254

Upon Delivery, title to GE Products and GE-LLC Products as well [*****] shall pass to Airline. [*****] for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods in accordance with the Article titled “Government Authorization” of this Agreement.

C. [*****] transportation of such GE and GE-LLC Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph 8 of this Article.

ARTICLE 5 - PAYMENT FOR PRODUCTS

Payment terms are set forth in the attached Exhibit C.

ARTICLE 6 - GENERAL

Solely for purposes of Articles 7-16 of the Agreement, the abbreviation “Seller” shall refer to both GE and GE-LLC since each entity will be subject to these terms. In addition, again solely for purposes of Articles 7-16 of the Agreement, the term “Product(s)” shall refer to both GE Product(s) and GE-LLC Product(s).

ARTICLE 7 - TAXES AND DUTIES

Unless otherwise specified in this Agreement, Seller shall be responsible for and pay directly all corporate and individual taxes measured by net income or profit imposed by any governmental authority on Seller, its employees or subcontractors in any way connected with this Agreement (“Seller taxes”). Airline shall be responsible for and pay directly when due and payable all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller taxes, imposed by any governmental authority on Seller or its employees or subcontractors in any way connected with this Agreement (“Airline taxes”). All payments due and payable to Seller by Airline under this Agreement shall be made without deduction or withholding for Airline taxes, except that if Airline shall be required by law to deduct or withhold any Airline taxes from or in respect of any amount payable by it to Seller hereunder, the amount payable by Airline shall be increased by such amount as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings with respect to any additional amounts payable pursuant to this sentence), Seller receives the same amount that it would have received if no such deduction or withholding had been made. If Seller is nevertheless required to pay Airline taxes, Airline shall, promptly upon presentation of Seller’s invoice for the Airline taxes, reimburse Seller for the Airline taxes. Airline shall provide to Seller on a timely basis accurate official receipts for deducted or withheld taxes. All rights to drawback of customs duties paid by Seller to the customs authorities of the country of manufacture of any products shall belong to Seller. Airline agrees to cooperate with Seller to obtain a drawback. 9

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

ARTICLE 8 - WARRANTY AND PRODUCT SUPPORT PLAN

Applicable warranties are set forth in Exhibit A relating to all Engines or Parts, including Expendable Parts, either purchased by Airline directly from GE or GE-LLC or installed on Airline’s Aircraft as original equipment. Product support activities are set forth in Exhibit B.

A. All Products, when required by the U.S. Government, shall, at time of delivery:

1. Conform to a Type Certificate issued by the FAA.

2. Conform to applicable regulations issued by the FAA, provided such regulations are promulgated prior to the date of acceptance by Seller of the purchase order issued by Airline for such Products in accordance with this Agreement.

ARTICLE 9 - EXCUSABLE DELAY

Seller shall not be liable or in breach of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, by causes beyond its reasonable control, including acts of God, fire, terrorism, war (declared or undeclared), severe weather conditions, earthquakes, epidemics, material shortages, insurrection, acts or omissions of Airline or Airline’s suppliers or agents, any act or omission by any governmental authority, strikes, labor disputes, acts or threats of vandalism or terrorism (including disruption of technology resources), transportation shortages, or vendor’s failure to perform (each an “Excusable Delay”). The delivery or performance date shall be extended for a period equal [*****] Seller shall use reasonable efforts to continue performance whenever such causes are removed. If Seller is delayed by any acts or omissions of Airline or Airline’s other contractors or suppliers, Seller shall be entitled to an equitable adjustment in price and time for performance. In the event an excusable delay continues for a period of [*****] or more beyond the scheduled delivery or performance date, Airline or Seller may, upon sixty (60) days written notice to the other, cancel the part of this Agreement so delayed, Seller shall return to Airline all payments relative to the canceled part of this Agreement and Airline shall pay Seller its reasonable cancellation charges in the event Airline elects to cancel the affected part of this Agreement.

ARTICLE 10 - PATENTS

A. Seller shall handle all claims and defend any suit or proceeding brought against Airline insofar as based on a claim that any Product furnished under this Agreement, without any alteration or further combination, constitutes an infringement of any patent of the United States or of any patent of any other country that is signatory to Article 27 of the Convention on International Civil Aviation signed by the United States at Chicago on December 7, 1944, in which Airline is authorized to operate or in which another airline pursuant to lawful interchange, lease or similar arrangement, operates aircraft of Airline.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

B. Seller’s liability hereunder is conditioned upon Airline promptly notifying Seller in writing and giving Seller authority, information and assistance (at Seller’s expense) for the defense of any suit or proceeding. In case such Product is held in such suit or proceeding to constitute infringement and the use of said Product is enjoined, Seller shall, at its own expense and at its option, either (1) procure for Airline the right to continue using such Product; (2) replace same with satisfactory and non-infringing Product; or (3) modify same so it becomes satisfactory and non-infringing Product. Seller shall not be responsible to Airline or to any third party, for incidental or consequential damage, including, but not limited to, costs, expenses, liabilities or loss of profits resulting from loss of use.

C. The remedies described in Paragraphs (A) and (B) above do not apply to any Product or Part (1) not purchased by Airline from Seller (except for Products or Parts installed as Original Equipment on aircraft owned, leased or operated by Airline); (2) that was changed, modified, or not used for its intended purpose; or (3) that was manufactured by Seller to Airline’s unique specifications or directions.

The obligations recited in this Article shall constitute the sole and exclusive liability of Seller for actual or alleged patent infringement.

ARTICLE 11 - DATA

A. All Data is proprietary to and shall remain the property of Seller. All Data is provided to or disclosed to Airline in confidence, and shall neither (1) be used by Airline or be furnished by Airline to any other person, firm or corporation for the design or manufacture or repair of any products, articles, compositions of matter, or processes, nor (2) be permitted out of Airline’s possession, or divulged to any other person, firm or corporation, nor (3) be used in the creation, manufacture, development, or derivation of any repairs, modifications, spare parts, designs or configuration changes, or to obtain FAA or any other government or regulatory approval of any of the foregoing. Data shall not be used for the maintenance, repair, or assessment of continued airworthiness of any products not supplied or covered under this Agreement. If GE’s written consent is given for reproduction in whole or in part, any existing notice or legend shall appear in any such reproduction. Nothing in this Agreement shall preclude Airline from using such Data for the modification, overhaul, or maintenance work performed by Airline or by its contractor’s on Airline’s Products; except that all repairs or repair processes that require substantiation (including, but not limited to, high technology repairs) will be the subject of a separate license and substantiated repair agreement between Seller and Airline.

B. Seller warrants that it either owns or will secure the right for Airline to use, as set forth in this Paragraph, software delivered as part of an Engine by Seller to Airline under this Agreement. Seller agrees to provide to Airline, as part of the delivered Engines, a copy of all software, in machine readable (object code) format, necessary solely for the operation of Engines provided under this Agreement. Seller will provide to Airline and Airline agrees to accept and execute all necessary license agreements, if any, that are required to memorialize such rights to use such software. Airline agrees that it shall have no rights to sublicense,

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-I-1190636254

decompile or modify any software provided by Seller without the prior express written consent of the owner of such software. Airline shall be solely responsible for negotiating any licenses necessary to secure for Airline any additional rights in any software.

ARTICLE 12 - LIMITATION OF LIABILITY

The liability of Seller to Airline arising out of, connected with, or resulting from the manufacture, sale, design, possession, use or handling of any Product or Parts thereof or therefor (including Engines installed on Airline’s owned or leased aircraft as original equipment and engines obtained, acquired, leased or operated before or after the execution of this Agreement) or furnishing of services, whether in contract, warranty, tort (including, without limitation, negligence, but excluding willful misconduct or gross negligence) or otherwise, shall be as set forth in this Agreement or in Exhibit A or B or in the applicable letter agreements to the Agreement [*****] of the Engine, service or other thing giving rise to Airline’s claim. The foregoing shall constitute the sole remedy of Airline and the sole liability of Seller. In no event shall Seller be liable for incidental, punitive, special, indirect or consequential damages, including but not limited to, damage to, or loss of use, revenue or profit with respect to any aircraft, engine, or part thereof. THE WARRANTIES AND GUARANTEES SET FORTH IN EXHIBIT A AND ANY APPLICABLE LETTER AGREEMENTS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE).

For the purpose of this Article, the term “Seller” shall be deemed to include General Electric Company, its subsidiaries (including but not limited to GE Engine Services Distribution, LLC), assigns, subcontractors, suppliers, Product co-producers, and the respective directors, officers, employees, and agents of each.

ARTICLE 13 - GOVERNMENT AUTHORIZATION, EXPORT SHIPMENT

Airline shall be responsible for obtaining any required licenses or any other required governmental authorization and shall be responsible for complying with all U.S. and foreign government licensing and reporting requirements relating to the export of the Products. Airline shall restrict disclosure of all information and data furnished in connection with such authorization to the extent permitted by applicable law and shall ship the subject matter of the authorization to only those destinations that are authorized by the U.S. Government.

ARTICLE 14 - PERSONAL DATA PROTECTION

A. “Personal Data” is any information relating to an identified or identifiable natural person or to any legal entity if such legal entity is subject to data protection legislation in their country of incorporation (“Data Subject”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-I-1190636254

B. Airline and Seller each agree that any Personal Data obtained from the other Party will be deemed Data of the other Party as defined in this Agreement whether or not the Personal Data is publicly available.

C. Airline and Seller each represent that in providing Personal Data to one another they will comply with all applicable laws and regulations, including but not limited to providing notices to or obtaining consents from the Data Subjects when required.

D. Steps shall be taken to implement and maintain physical, technical and organizational measures to ensure the security and confidentiality of Personal Data in order to prevent accidental, unauthorized or unlawful access, use, modification, disclosure, loss or destruction of Personal Data. The security measures taken shall be in compliance with applicable data protection laws and shall be adapted to the risks represented by the processing and the nature of the personal data to be collected and/or stored.

ARTICLE 15 - NOTICES

Any notices under this Agreement shall become effective upon receipt and shall be in writing and be delivered or sent by mail, courier service, personal service or fax to the respective parties at the following addresses, which may be changed by written notice:

If to:		If to:	General Electric Company
			GE-Aviation
			One Neumann Way, M.D.
			Cincinnati, Ohio 45215-1988 USA
Attn:		Attn:	Customer Support Manager
	Facsimile Number:		Facsimile Number:
	Telephone Number:		Telephone Number:
		If to:	GE Engine Services Distribution, LLC
			One Neumann Way, MD 111
			Cincinnati, OH 45215-6301
		Attn:	President
			Facsimile Number: (513) 552-2144
			Telephone Number: (513) 552-2278

Notices will be effective and will be deemed to have been given to (or “received by”) the recipient: (A) upon delivery, if sent by courier, express mail, or delivered personally; (B) on the next business day following receipt, if sent by facsimile; or (C) on the fifth (5th) day after posting (or on actual receipt, if earlier) in the case of a letter sent prepaid first class mail.

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ARTICLE 16 - MISCELLANEOUS

A. Assignment of Agreement. This Agreement may not be assigned, in whole or in part, by any Party without the prior written consent of the other Parties; except, that, (i) Airline’s consent shall not be required for the assignment by Seller of all or a portion of the Agreement to a subsidiary of Seller and (ii) Airline shall have the right, without the prior written consent of Seller, to assign this Agreement to Airline’s parent or to one or more wholly-owned subsidiaries of Airline’s parent, provided that each assignee shall assume all of the obligations of Airline under this Agreement and agree to become jointly and severally liable, as a Party to this Agreement, for performance of all of the obligations of Airline under this Agreement. Airline agrees that notwithstanding any such assignment, Airline will remain liable for the performance and obligations of Airline hereunder. Any assignment in violation of this Article shall be null, void and unenforceable

B. Applicable Law; Venue. All aspects of this Agreement and the obligations arising hereunder will be governed in accordance with the law of the State of New York, U.S.A.; except, that New York conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

C. Entire Agreement; Modification. This Agreement contains the entire and only agreement between the parties, and it supersedes all pre-existing agreements between such parties, respecting the subject matter hereof; and any representation, promise or condition in connection therewith not incorporated herein shall not be binding upon either Party. No modification or termination of this Agreement or any of the provisions herein contained shall be binding upon the Party against whom enforcement of such modification or termination is sought, unless it is made in writing and signed on behalf of Seller and Airline by duly authorized executives.

D. Confidentiality of Information. This Agreement and letter agreements contain information specifically for Airline and Seller, and nothing herein contained shall be divulged by Airline or Seller to any third person, firm or corporation, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; except (i) that Airline’s consent shall not be required for disclosure by Seller of this Agreement and letter agreements, and related information given by Airline to Seller, to an Engine program participant, joint venture participant, engineering service provider or consultant to Seller so as to enable Seller to perform its obligations under this Agreement or letter agreements or to build the Engine or to provide informational data; (ii) to the extent required by Government agencies, by law, or to enforce this Agreement; and (iii) to the extent necessary for disclosure to the Parties’ respective insurers, accountants or other professional advisors who must likewise agree to be bound by the provisions of this Article. In the event (i) or (iii) occur, suitable restrictive legends limiting further disclosure shall be applied. In the event the Agreement, or other Seller information or data is required to be disclosed by or filed with government agencies by law, or by court order, Airline shall notify Seller at least thirty (30) days in advance of such disclosure or filing and shall cooperate fully with Seller in seeking confidential treatment of sensitive terms of the Agreement or such information and data.

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E. Duration of Agreement. This Agreement shall remain in full force and effect until (i) Airline ceases to operate at least [*****] powered by Engines set forth herein, or (ii) less than [*****] powered by such Engines are in commercial airline service, or (iii) the occurrence of a material breach of the obligations set forth in Article 11. Nothing herein shall affect the rights and obligations and limitations set forth in this Agreement as to Products ordered for delivery and work performed prior to termination of this Agreement.

F. Survival Of Certain Clauses. The rights and obligations of the Parties under the following Articles and related Exhibits shall survive the expiration, termination, completion or cancellation of this Agreement:

Payment for Products

Taxes and Duties

Patents

Data

Limitation of Liability

Governmental Authorization, Export Shipment

Miscellaneous

G. Language. This Agreement, orders, Data, notices, shipping invoices, correspondence and other writings furnished hereunder shall be in the English language.

H. Severability. The invalidity or un-enforceability of any part of this Agreement, or the invalidity of its application to a specific situation or circumstance, shall not effect the validity of the remainder of this Agreement, or its application to other situations or circumstances. In addition, if a part of this Agreement becomes invalid, the Parties will endeavor in good faith to reach agreement on a replacement provision that will reflect, as nearly as possible, the intent of the original provision.

I. Waiver. The waiver by any Party of any provision, condition, or requirement of this Agreement, shall not constitute a waiver of any subsequent obligation to comply with such provision, condition, or requirement.

J. Dispute Resolution. If any dispute arises relating to this Agreement, the Parties will endeavor to resolve the dispute amicably, including by designating senior managers who will meet and use commercially reasonable efforts to resolve any such dispute. If the Parties’ senior managers do not resolve the dispute within sixty (60) days of first written request, either party may request that the dispute be settled and finally determined by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in New York, New York, by one or more arbitrators appointed in accordance with the AAA Rules. The arbitrator(s) will have no authority to award punitive damages, attorney’s fees and related costs or any other damages not measured by the

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement and applicable law. The award of the arbitrator(s) will be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction. All statements made or materials produced in connection with this dispute resolution process and arbitration are confidential and will not be disclosed to any third party except as required by law or subpoena. The Parties intend that the dispute resolution process set forth in this Article will be their exclusive remedy for any dispute arising under or relating to this Agreement or its subject matter. Either party may at any time, without inconsistency with this Article, seek from a court of competent jurisdiction any equitable, interim, or provisional relief to avoid irreparable harm or injury. This Article will not apply to and will not bar litigation regarding claims related to a party’s proprietary or intellectual property rights, nor will this Article be construed to modify or displace the ability of the Parties to effectuate any termination contemplated in this Agreement.

K. Electronic Transactions.

(i) Seller may grant Airline access to and use of the GE Customer Web Center (“CWC”) and/or other GE Web sites (collectively, “GE Sites”). Airline agrees that such access and use shall be governed by the applicable GE Site Terms and Conditions, provided, however, that in the event of a conflict with the provisions of this Agreement, this Agreement shall govern.

(ii) Seller may permit Airline to place purchase orders for certain Products on the GE Sites by various electronic methods (“Electronic POs”). The Parties agree that such Electronic POs a) constitute legally valid, binding agreements; b) have the same force and effect as purchase orders placed in paper format signed by Airline in ink; and c) are subject to the terms and conditions hereof.

(iii) Seller may permit Airline to access certain technical Data through the CWC, including, but not limited to GE technical publications under the terms and conditions of this Agreement. Airline shall be responsible for contacting its FAA representative for guidelines on the use of such electronic technical data.

(iv) Airline represents and warrants that any employee or representative who places Electronic POs or accesses Data through the CWC is authorized by Airline to do so and has obtained a login name(s) and password(s) through the GE Site registration process. Seller shall be entitled to rely on the validity of a login name or password unless notified otherwise in writing by Airline.

Counterparts: This Agreement may be signed by the Parties in separate counterparts, and any single counterpart or set of counterparts, when signed and delivered to the other Parties shall together constitute one and the same document and be an original Agreement for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above written.

CANELA INVESTMENTS LLC		GENERAL ELECTRIC COMPANY
By:	/s/ Gerald B. Lee	By:	/s/ Douglas J. Izarra
Typed Name:	Gerald B. Lee	Typed Name:	DOUGLAS J. IZARRA
Title:	Managing Director	Title:	GENERAL MANAGER SALES
Date:	9/25/08	Date:	9-25-2008
		GE ENGINE SERVICES
		DISTRIBUTION, LLC
		By:	/s/ Douglas J. Izarra
		Typed Name:	DOUGLAS J. IZARRA
		Title:	GENERAL MANAGER SALES
		Date:	9-25-2008

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EXHIBIT A

CF34-10 ENGINE WARRANTY PLAN

SECTION I - WARRANTIES

A. New Engine Warranty

1. GE warrants each new Engine and Module against Failure for the initial Flight [*****] Hours as follows:

a. [*****] will be granted for any Failed Parts.

b. [*****] for disassembly, reassembly, test and Parts Repair of any new Engine part will be granted for replacement of Failed Parts.

c. Such [*****] will be: [*****] from new to [*****] Flight Hours and decreasing pro rata from [*****] at [*****] Flight Hours to [*****] at [*****] Flight Hours.

2. As an alternative to the above allowances, GE shall upon request of Airline:

a. Arrange to have Engines and Modules suffering Failure repaired per the terms of paragraph 1 above, at a facility designated by GE.

B. New Parts Warranty

In addition to the warranty granted for new Engines and Modules GE warrants Parts as follows:

1. During the first [*****] Flight Hours for such Parts GE will grant [*****] for repair labor for Failed Parts.

2. GE will grant a pro rata [*****] for Scrapped Parts decreasing from [*****] at [*****] Flight Hours Part Time to [*****] at the applicable hours designated in the applicable Engine Parts Table set forth in Attachment I to this Exhibit A.

C. Ultimate Life Warranty

1. GE warrants Ultimate Life limits on a Part for which a FAA imposed Ultimate Life limitation is published.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2. GE will grant a pro rata [*****] of [*****] when new, decreasing pro rata from [*****] when new to [*****] at [*****] Flight Cycles and [*****] when new to [*****] Flight Cycles for HPT Components if the Engine is the CF34-10E7. Credit will be granted only when such Parts are permanently removed from service by a U.S. Government or ANAC imposed Ultimate Life Limitation of less than [*****] Flight Cycles or [*****] Flight Cycles for HPT Components if the Engine is the CF34-10E7. Credit will not be granted under this Ultimate Life Warranty for any individual Failure or other cause not related to the total usage capability of all such Parts in Airline service.

D. Campaign Change Warranty

1. A campaign change will be declared by GE when a new Part design introduction, Part modification, Part Inspection, or premature replacement of an Engine or Module is required by a time compliance GE Service Bulletin implementing an Airworthiness Directive. GE will grant the following [*****]:

(i) [*****] for Parts in inventory or removed from service when new or with [*****] Flight Hours or less total Part Time.

(ii) [*****] for Parts in inventory or removed from service with over [*****] Flight Hours since new, regardless of warranty status.

2. [*****] - GE will grant [*****] for disassembly, reassembly, modification, testing, or Inspection of GE-supplied Engines, Modules or Parts therefor when such action is required to comply with a mandatory time compliance GE Service Bulletin implementing an Airworthiness Directive implementing an Airworthiness Directive.

3. Life controlled Parts which are set forth in the Ultimate Life Warranty and which are retired by Ultimate Life limits including FAA Airworthiness Directive, are [*****] from Campaign Change Warranty.

E. Warranty Pass-On

If requested by Airline and consented to by GE in writing, which consent will not be unreasonably withheld, GE will permit assignment of the warranty support for Engines sold by Airline to commercial Airline operators, or to other aircraft operators. Such warranty support will be limited to Engines or Parts which were purchased under this Agreement or to initially installed Engines purchased by Airline from the Aircraft manufacturer and apply to the unexpired portion of the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty, Campaign Change Warranty, Vendor Back-Up Warranty, and Vendor Interface Warranty (collectively, the “Engine Warranties”), and will require such operator(s) to agree in writing to be bound by and comply with all the terms and conditions, including the limitations, applicable to the Engine Warranties.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Seller’s consent shall not be required for the assignment by Airline to one or more financing institutions of Airline’s rights to the Engine Warranties, each such assignment made in respect to Airline’s initial financing of one or more new Aircraft or spare Engine(s), as the case may be. In exercising any rights under such Engine Warranties, such assignee shall be conclusively deemed to have accepted the applicable terms and conditions of this GTA, including the limitations, applicable to the Engine Warranties. The exercise by such assignee of any rights to the Engine Warranties shall not release Airline from any of its duties or obligations to Seller under this GTA except to the extent of actual performance by the assignee. Seller’s liability to either or both Airline and its assignee shall not be increased, duplicated or multiplied in any way by reason of such assignment. Airline shall provide the assignee an extracted copy of the terms and conditions of this GTA (including a copy of this paragraph) applicable to the Engines Warranties. Seller’s consent to the assignment under the foregoing terms shall be deemed fulfilled, without further action by the Seller, upon receipt by Seller of Airline’s written notice identifying the assignee of the Engine Warranties.

F. Vendor Back-Up Warranty

1. GE controls and accessories vendors provide a warranty on their products used on GE Engines. This warranty applies to controls and accessories sold to GE for delivery on installed or spare Engines and controls and accessories sold by the vendor to Airline on a direct purchase basis. In the event the controls and accessories suffer a failure during the vendor’s warranty period, Airline will submit a claim directly to the vendor in accordance with the terms and conditions of the vendor’s warranty.

2. In the event a controls and accessories vendor fails to provide a warranty at least as favorable as the GE New Engine Warranty (for complete controls and accessories) or New Parts Warranty (for components thereof), or if provided, rejects a proper claim from Airline, GE will intercede on behalf of Airline to resolve the claim with the vendor. In the event GE is unable to resolve a proper claim with the vendor, GE will honor a claim from Airline under the provisions and subject to the limitations of GE’s New Engine or New Parts Warranty, as applicable. Settlements under Vendor Back- Up Warranty will exclude credits for resultant damage to or from controls and accessories procured directly by Airline from vendors.

G. Vendor Interface Warranty

Should any control or accessory, for which GE is responsible, develop a problem due to its environment or interface with other controls and accessories or with an Engine, Module or equipment supplied by the aircraft manufacturer, GE will be responsible for initiating corrective action. If the vendor disclaims warranty responsibility for Parts requiring replacement, GE will apply the provisions of its New Parts Warranty to such Part whether it was purchased originally from GE or directly from the vendor.

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H. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE).

SECTION II - GENERAL CONDITIONS

A. Airline will maintain adequate operational and maintenance records and make these available for GE inspection.

B. GE will deny a claim under any of the Warranty provisions, and the Warranty provisions will not apply if:

(1) such claim resulted from the subject Engine, Module or any Parts thereof:

• Not being properly installed or maintained in accordance with GE recommendations; or

• Being operated contrary to applicable GE recommendations as contained in its Manuals, Bulletins, or other written instructions effective at the time; or

• Being repaired or altered in such a way as to impair its safety of operation or efficiency; or

• Being subjected to misuse, neglect or accident; or

• Being subjected to Foreign Object Damage; or

• Being subjected to any other defect or cause (whether sole or contributory) not within the control of GE; or

• Not incorporating all mandatory service bulletins related to the cause or failure.

C. The express provisions herein set forth the maximum liability of GE with respect to all claims of any kind under this Exhibit A, including, without limitation, contracts, warranty, tort and negligence arising out of the manufacture, design, sale, possession, use or handling of the Products (including Engines installed on Airline’s owned or leased aircraft as original equipment and engines obtained, acquired, leased or operated before or after the execution of this Agreement) or Parts thereof or therefor, and [*****] GE’s liability to Airline [*****] of the Engine, service or other thing giving rise to Airline’s claim. In no event shall GE

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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be liable for incidental, special, punitive or consequential damages. For the purpose of this Section II, the term “GE” shall be deemed to include the General Electric Company, its subsidiaries, assigns, subcontractors, suppliers, Product co-producers, and the respective directors, officers, employees, and agents of each. If Airlines uses non-GE Parts or non- GE approved repairs and such parts or repairs cause personal injury, death or property damage to third parties, Airline shall indemnify and hold harmless GE from all claims and liabilities connected therewith. This indemnification shall survive termination of this Agreement.

D. Airline shall apprise GE of any Failure within [*****] after the discovery of such Failure in order to make a claim under a Warranty with respect to such Failure. Such notice shall include a delineation of all other products or parts not supplied by GE which have been incorporated into the Engine that may have contributed to the Failure or that are involved with the operation of the module in which the Failure occurred. Any Part for which a [*****] is requested by Airline shall be returned to GE upon specific request by GE and must be accompanied by sufficient information to identify the Part and the reason for its return. In such event, upon return to GE, such Part shall become the property of GE unless GE directs otherwise. Transportation expenses shall be borne by GE.

E. The warranty applicable to a replacement Part provided under the terms of the New Engine Warranty or New Parts Warranty shall be the same as the warranty on the original Part. The unexpired portion of the applicable warranty will apply to Parts repaired under the terms of such warranty.

F. Airline will cooperate with GE in the development of Engine operating practices, repair procedures, and the like with the objective of improving Engine operating costs.

G. If compensation becomes available to Airline under more than one warranty or other Engine program consideration, Airline [*****] receive [*****] compensation but will receive the [*****] to Airline under a single warranty or other program consideration.

H. Any repair which is performed without the prior authorization of GE will not be covered by the applicable warranty.

I. Should Airline elect to have a Part repaired under Section I.A.2, transportation to and from repair facilities shall be paid by Airline; provided however, if Airline made such election due to a long lead time for such Part such that requesting repair of the Part would better fulfill Airline’s immediate need, transportation to and from repair facilities shall be shared equally between GE and Airline.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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ATTACHMENT I

	Parts Time (Hours)
Fan Rotor/Booster	[*****]
Disk, Spool	[*****]
Shaft	[*****]
Spinner	[*****]
Fan Frame	[*****]
Casings	[*****]
Hub & Struts	[*****]
Fairings	[*****]
Splitter	[*****]
Mount	[*****]
#1 and #2 Bearing Support	[*****]
Bearings	[*****]
Support	[*****]
Inlet Gearbox and #3 BRG	[*****]
Bearings	[*****]
Gear	[*****]
Case	[*****]
Compressor Rotor	[*****]
Disk and Spools	[*****]
Shaft	[*****]
Compressor Stator	[*****]
Casings	[*****]
Variable Stator Actuating Rings	[*****]
Shrouds	[*****]
Combustor Diffuser Nozzle (CDN)	[*****]
Casings	[*****]
Combustor Liners	[*****]
Fuel Atomizer	[*****]
HPT Nozzle Support	[*****]
HPT Rotor	[*****]
Disk	[*****]
Forward Seal	[*****]
Shaft	[*****]
Retaining Ring	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Parts Time (Hours)
LP Turbine	[*****]
Casing	[*****]
Vane Assembles	[*****]
Interstage Seals	[*****]
Disks	[*****]
Shaft	[*****]
Bearings	[*****]
Turbine Frame	[*****]
Casings and Struts	[*****]
Hub	[*****]
Sump	[*****]
Mount	[*****]
Accessory and Drive Gearboxes	[*****]
Case	[*****]
Shafts	[*****]
Gears	[*****]
Bearings	[*****]

* Warranty Parts List may change

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT B

PRODUCT SUPPORT PLAN

SECTION I - SPARE PARTS PROVISIONING

A. Provisioning Data

1. In connection with Airline’s initial provisioning of spare Parts, GE or GE-LLC shall furnish Airline with data in accordance with ATA Specification 2000 using a revision mutually agreed to in writing by GE and Airline.

B. Return Of Parts

Airline shall have the right to return to GE-LLC, at GE-LLC’s expense, any new or unused Part which has been shipped in excess of the quantity ordered or which is not the part number ordered or which is in a discrepant condition except for damage in transit.

C. Parts Buy-Back

Within the first [*****] after delivery of the [*****] aircraft to Airline, GE-LLC will agree (i) to repurchase at the invoiced price, any initially provisioned spare Parts purchased from GE-LLC which GE-LLC recommended that Airline purchase, in the event Airline finds such Parts to be surplus to Airline’s needs; or (ii) to exchange with Airline the equivalent value thereof in other spare Parts. Such Parts must be new and unused, in original GE packaging, and shall meet GE inspection requirements. Parts which become surplus to Airline’s needs by reason of Airline’s decision to upgrade or dispose of Products are excluded from this provision unless such upgrade was done at GE’s suggestion to address the reliability of Parts already purchased by Airline. Shipping costs for Parts returned will be [*****].

D. Parts of Modified Design

1. GE-LLC shall have the right to make modifications to design or changes in the spare Parts sold to Airline hereunder.

2. GE-LLC will from time to time inform Airline in accordance with the means set forth in ATA Specification 2000, when such spare Parts of modified design become available for shipment hereunder.

3. Spare Parts of the modified design will be supplied unless Airline advises GE-LLC in writing of its contrary desire within [*****] of the issuance of the Service Bulletin specifying the change to the modified Parts. In such event, Airline may negotiate for the continued supply of spare Parts of the pre-modified design at a rate of delivery and price to be agreed upon.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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E. Spare Parts Availability

1. GE-LLC will maintain a stock of spare Parts to cover Airline’s emergency needs. For purposes of this Paragraph, emergency is understood by GE-LLC and Airline to mean the occurrence of any one of the following conditions:

AOG	-	Aircraft on Ground
Critical	-	Imminent AOG or Work Stoppage
Expedite	-	Less than Normal Lead Time

Airline will order spare Parts according to lead time as provided in Paragraph 1. above, but should Airline’s spare Parts requirements arise as a result of an emergency, Airline can draw such spare Parts from GE-LLC’s stock. A 24-hour Customer Response Center is available to Airline for this purpose. If an emergency does exist, GE-LLC will use its best efforts to ship required spare Part(s) within the time period set forth below following receipt of an acceptable purchase order from Airline:

AOG	-	[*****]
Critical	-	[*****]
Expedite	-	[*****]

Should Airline execute a long-term exclusive service agreement with GE Engine Services, Inc. then GE will make all reasonable efforts to have Airline’s spare Parts orders fulfilled by GE Celma so to improve the response times listed above.

Airline shall provide GE with spare Parts provisioning forecasts, updated at least [*****], specifying projected requirements to cover at least the following [*****] period. Airline agrees to promptly notify GE in the event the Airline will not achieve such projected requirements. If Airline does not supply such forecast provisioning then GE may modify the spare Part lead time currently defined in the Spare Parts Catalog.

SECTION II - TECHNICAL PUBLICATIONS AND DATA

GE will furnish, [*****], technical manuals, including revisions thereof, to Airline. Technical manuals shall be furnished by GE to Airline in mutually agreed upon quantities. All technical manuals provided by GE shall be in the English language and in accordance with mutually agreed upon provisions of the ATA Specification.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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SECTION III - TECHNICAL TRAINING

A. Introduction

GE shall make technical training available to Airline, at GE’s designated facilities. Details on scope, quantity, materials, and planning shall be as mutually agreed.

B. Scope

The training furnished under this Agreement shall be as follows:

• Product - as previously defined in this Agreement.

• Quantity - [*****] to Airline for [*****] to Airline for each additional aircraft.

• Courses - detailed in training catalog (www.geae.com/training).

* Student-Days = the number of students multiplied by the number of class days

The Customer Support Manager, in conjunction with appropriate GE Training representatives, will be available to conduct a review session with Airline to schedule required training. To assure training availability, such review shall be conducted [*****] prior to the delivery date of the [*****] aircraft.

C. Training Location

Unless arranged otherwise with GE concurrence, training shall be provided by GE in English at one or more of the GE designated facilities identified in the training catalog.

If an alternate site is desired, GE will furnish a quotation with following minimum conditions that must be met in order to deliver “equivalent” training at the alternate site.

1. Airline will be responsible for providing acceptable classroom space and equipment –including engines, special tools, and hand tools required to conduct the training.

2. Airline will pay GE’s travel and living charges for each GE instructor for each day, or fraction thereof, such instructor is away from GE’s designated facility, including travel time.

3. Airline will pay for round-trip transportation for GE’s instructors and shipment of training materials between the designated facility and such alternate training site.

Should Airline execute a long-term exclusive service agreement with GE Engine Services, Inc. then GE will make all reasonable efforts to conduct as much training as feasible at the GE Celma facility located in Brazil.

D. Airline Responsibility

During engine maintenance training at any of the GE designated facilities, Airline shall be responsible for any expenses of Airline’s trainees such as:

• Air and ground transportation expenses

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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• Lodging (hotel accommodations)

• Meals

• All Medical - physicians, medication, emergencies, etc.

• Other various and sundry expenses (visits to other businesses, entertainment, etc.).

Airline will be responsible for shipping costs of training materials in all cases.

SECTION IV - CUSTOMER SUPPORT AND SERVICE

A. Customer Support Manager

GE shall assign to Airline at no charge, a Customer Support Manager located at GE’s factory to provide and coordinate appropriate liaison between the Airline and GE’s factory personnel.

B. Field Support

GE shall make available to Airline, [*****], field service representation at Airline’s facility. GE will provide the level of representation required to ensure that GE is able to expeditiously and accurately deliver data that is required to resolve technical issues.

GE will also assist with the introduction of new aircraft/Engines into Airline’s fleet, resolution of unscheduled maintenance actions, product scrap approval, and rapid communication between Airline’s maintenance base and GE’s factory personnel. Throughout the operation of these Engines, the Customer Support Center (“CSC”) and the Customer Web Center (“CWC”) will augment support [*****] to Airline.

SECTION V - ENGINEERING SUPPORT

GE shall make factory based engineering support available, [*****], to Airline, for typical powerplant issues.

SECTION VI - PERFORMANCE TREND MONITORING

GE will also provide the standard diagnostics services set forth in Exhibit D.

SECTION VII - GENERAL CONDITIONS - PRODUCT SUPPORT PLAN

A. All support provided by GE above, is provided to Airline exclusively for the maintenance and overhaul by Airline of Airline’s Products provided that such Products are operated in the original Engine configuration, or in a modified Engine configuration which does not, directly or indirectly, affect such Products or in an Engine configuration that has been approved by GE. The support provided herein may not be utilized for any other purpose, or

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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assigned or otherwise transferred to any third party, without the written consent of GE, which consent may be exercised by GE in its sole discretion. Technical support for shops offering engine maintenance and overhaul services to third party customers is available from GE directly.

B. Airline will maintain adequate operational and maintenance records with respect to Products and make these available for GE inspection.

C. This Product Support Plan is subject to the provisions of the Article titled “Limitation of Liability” of the Agreement to which this Exhibit B is attached.

D. Airline will cooperate with GE in the development of Engine operating practices, repair procedures, and the like with the objective of improving Engine operating costs.

E. Except as provided in the Warranty Pass-On provisions in Paragraph E of Exhibit A of the Agreement to which this Exhibit B is attached and the assignment provisions in Article 16.A of this Agreement, this Product Support Plan applies only to the original purchaser of the Engine except that installed Engines supplied to Airline through the aircraft manufacturer shall be considered as original Airline purchases covered by this Product Support Plan.

B-5

GE PROPRIETARY INFORMATION

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-I-1190636254

EXHIBIT C

PAYMENT TERMS

A. Airline shall make payment in United States Dollars and in immediately available funds. Payment will be effective upon receipt thereof.

• For spare Engines and Modules:

• [*****] prior to a scheduled delivery date, GE shall render to Customer an invoice for [*****] of the base price (unescalated) which Customer shall pay within [*****] of the date of the invoice; and

• Payment of the balance, [*****] amount for price escalation to the month of scheduled delivery, if any, shall be made at [*****] of each item.

• Solely for administrative purposes (including shipping, export and taxation requirements), Customer shall have the right to place, and GE shall have the right to require, a purchase order reflecting the Customer commitment to purchase a Spare Engine or Module as contained in the applicable Letter Agreement. For avoidance of doubt, placement of such purchase order shall not affect the payment obligation of Customer specified above, or the shipment obligation of GE as set forth in the applicable Letter Agreement.

• For special tools and test equipment, payment of the selling price shall be made at time of delivery thereof.

• For spare Parts including Expendable Parts, payment shall be made [*****].

B. All invoicing and payments (including payment details) hereunder shall be transmitted electronically to GE’s bank account as notified by GE on its invoices.

C. If delivery hereunder is delayed by Airline, payment shall be made based on the delivery schedule set forth in the applicable Letter Agreement.

D. GE may establish different payment terms in the event Airline consistently fails to make payment according to the terms set forth above.

E. If Airline fails to make any of the foregoing payments when due, Airline will also pay to GE, without prejudice to any other rights available to GE under this Agreement, interest on any late payment, calculated from the payment due date to the date of actual remittance. Interest will be computed at [*****] over the prime floating interest rate per annum as published in The Wall Street Journal for twelve month U.S. Dollar deposits, but in no event will the rate of interest be greater than the highest rate then permitted under applicable law.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT D

STANDARD DIAGNOSTICS SERVICES

1. DIAGNOSTICS SERVICE ELEMENTS

A. Diagnostics Services. GE shall provide the following services (hereinafter “Services”) to Airline in support of the Engines [*****] to the Airline:

1. Base Service Elements.

a. Engine condition data will be automatically processed by [*****] 24 hours a day, 7 days a week (“24x7”) when received at the designated GE facility. GE will be responsible for operating and maintaining the [*****] and the necessary facilities.

b. Significant shifts in Engine condition data trends will be automatically detected and notice of said shifts (“Alerts”) will be sent to Airline via email.

c. Airline will be given access to web-based tools for reviewing Engine condition data, managing Alerts and assessing Engine health.

d. [*****] for Engine condition monitoring trend shift observation, including engineering review, analysis, and recommendations will be provided to Airline as required on a 24x7 basis.

2. GE will identify a Service integration team leader to provide initial program set-up, and provide technical support necessary to assist the Airline in meeting Airline obligations specified in Article 2.

3. As a part of the above Services, GE shall review only the data and messages delivered by Airline in accordance with Section 2 needed to perform the Services.

4. GE and Airline agree that any information provided to Airline by GE for use in trending, performance analysis, troubleshooting, and managing operations are advisory only.

2. AIRLINE’S RESPONSIBILITY UNDER THE DIAGNOSTICS PROGRAM

A. Airline (or Airline’s operator by delegation of this responsibility) shall:

1. Provide GE all information and records requested by GE that are reasonably necessary for GE to establish and provide the Service (including, but not limited to, avionics specifications, aircraft/engine maintenance history, engine configuration information, etc.). To the extent that such information and records are not owned by Airline, Airline represents and warrants that it has full authorization to disclose such information and records to GE and that GE has the right to use such information and records for all of the purposes that they are provided to GE by Airline, including fulfilling GE’s obligations under this Agreement.

2. Make available to GE data used in the monitoring and diagnostics of Engines eligible for coverage. Airline will authorize Airline’s air-to-ground service provider to forward the data directly to the GE SITA/ARINC address ILNGE7X.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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If air-to-ground equipment is not available, GE will work with the Airline to establish means such that the data is provided with minimal manual intervention.

3. Access the Service via the GE Extranet. A web browser, an internet service provider and a userid/password (supplied by GE) is required. Such access shall be subject to the then-current GE Extranet Terms and Condition as provided on the GE Extranet site.

4. It remains the sole responsibility of Airline to conclusively identify and resolve aircraft and Engine faults or adverse trends and make all maintenance decisions affecting Airline aircraft. GE and Airline agree that this allocation of responsibility is reflected in the price of the Service.

B. Airline acknowledges that the Services performed hereunder may be conducted by GE affiliates outside of the U.S., and that there is no prohibition on GE’s export of Customer data for such purposes.

3. WARRANTY

A. GE warrants to Airline that technical information and/or data furnished pursuant to the Diagnostics Services shall conform, as of the time and date of delivery, to the information provided by Airline and used by GE. If any technical information and/or data furnished by GE hereunder does not meet this requirement and Airline so notifies GE within the time of performance hereunder, GE shall correct the discrepancy, at its cost, by providing corrected data. The above limited warranty does not extend to data received but not reviewed by GE.

B. It is understood that any information provided to Airline by GE for use in trending, performance analysis, troubleshooting, and managing operations is advisory only. Information contained in or generated by the Service represents an estimate based upon generally available fleet data or variable data furnished by Airline.

C. THE FOREGOING DIAGNOSTICS SERVICE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.)

4. ASSIGNMENT

Airline shall be permitted with GE’s consent (not to be unreasonably withheld) to authorize a third party service provider to have access to [*****] for the sole purpose of managing the use of the Diagnostics system with regard to Airline’s Engines on behalf of Airline, provided that, Airline and the third party service provider execute a Notice of Authorization and Agreement in a form to be provided by GE upon Airline’s request, providing (1) written notice to GE of such authorization, and (2) the third party service provider’s agreement in writing to accept the terms and conditions of this Agreement as if the third party service provider was the Airline hereunder. System access by a third party service provider pursuant to such

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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authorization shall be limited to the features for data entry, plotting and configuration updates. In no event shall such third parties have access to other features of the system, including without limitation, real-time viewing, root-cause analysis, customized reporting or alarm configurations. In no event shall any such authorization by Airline and agreement by the third party service provider increase, duplicate or expand GE’s obligations, liability or any available remedies hereunder.

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GE PROPRIETARY INFORMATION

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EX-10.5

Exhibit 10.5

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 the Securities and Exchange Commission.

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

	GE
	Aviation

General

Terms

Agreement

No. GE-1-1364335901

GE PROPRIETARY INFORMATION

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

Table of Contents

•	Agreement
	SECTION I - DEFINITIONS			2
	SECTION II - TERMS & CONDITIONS			5
	ARTICLE 1	-	PRODUCTS	5
	ARTICLE 2	-	PRODUCT PRICES	5
	ARTICLE 3	-	PRODUCT ORDER PLACEMENT	6
	ARTICLE 4	-	DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF GE PRODUCTS	6
	ARTICLE 5	-	PAYMENT FOR PRODUCTS	7
	ARTICLE 6	-	GENERAL	7
	ARTICLE 7	-	TAXES AND DUTIES	7
	ARTICLE 8	-	WARRANTIES AND PRODUCT SUPPORT PLAN	8
	ARTICLE 9	-	EXCUSABLE DELAY	8
	ARTICLE 10	-	PATENTS	8
	ARTICLE 11	-	DATA	9
	ARTICLE 12	-	LIMITATION OF LIABILITY	10
	ARTICLE 13	-	GOVERNMENT AUTHORIZATION, EXPORT SHIPMENT	10
	ARTICLE 14	-	PERSONAL DATA PROTECTION	11
	ARTICLE 15	-	NOTICES	11
	ARTICLE 16	-	MISCELLANEOUS	12
•	Exhibit A - Engine Warranty Plan
	SECTION I	-	WARRANTIES	A-16
	SECTION II	-	GENERAL CONDITION	A-19
•	Exhibit B - Product Support Plan
	SECTION I	-	SPARE PARTS PROVISIONING	B-23
	SECTION II	-	TECHNICAL PUBLICATIONS AND DATA	B-24
	SECTION III	-	TECHNICAL TRAINING	B-24
	SECTION IV	-	CUSTOMER SUPPORT AND SERVICE	B-26
	SECTION V	-	ENGINEERING SUPPORT	B-26
	SECTION VI	-	PERFORMANCE TREND MONITORING	B-26
	SECTION VII	-	GENERAL CONDITIONS - PRODUCT SUPPORT PLAN	B-26
•	Exhibit C - Payment Terms
•	Exhibit D - Standard Diagnostics Services

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

THIS GENERAL TERMS AGREEMENT NO. 1-1364335901 (hereinafter referred to as this “Agreement”), dated as of April 20, 2009 by and between General Electric Company, a corporation organized under the law of the State of New York, U.S.A., (including its 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 Transportes Regionais do Interior Paulista S.A., a corporation organized under the law of Brazil (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”.

WITNESSETH

WHEREAS, Airline has acquired, or is in the process of acquiring a certain number of aircraft equipped with installed GE Engines (as defined below), and

WHEREAS, GE, GE-LLC and Airline desire to enter into this Agreement to establish the terms and conditions governing the sale by GE and GE-LLC and the purchase by Airline of Spare Engines (as defined below), related equipment and spare parts therefore and the product services to be supplied by GE in support of such installed and Spare Engines for use by Airline with respect to its commercial passenger service purposes (“Activities”), and

FURTHER, GE acknowledges that GE-LLC is a 100% owned subsidiary of GE.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the respective Parties hereto agree as follows to the respective Sections of this Agreement. Capitalized terms used herein that are otherwise undefined shall have the meanings ascribed to them in Section I (“Definitions”), unless the context requires otherwise.

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

SECTION I - DEFINITIONS

These definitions shall apply for all purposes of this Agreement unless the context otherwise requires.

“Aircraft” means the aircraft on which the Engine(s) listed in the applicable letter agreement to this Agreement is (are) installed.

“Agreement” means this General Terms Agreement (together with all exhibits, and specific transaction agreements (“Letter Agreements”) and attachments) between GE and Airline.

“Airworthiness Directive” means a requirement for the inspection, repair or modification of the Engine or any portion thereof as issued by the Federal Aviation Administration of the United States Department of Transportation (“FAA”).

“ATA” means the Air Transport Association of America.

“Data” means all information and data of any type, form or nature (including, but not limited to, designs, drawings, blueprints, tracings, plans, models, layouts, software, specifications, technical publications, electronic transmittals, customer website data and memoranda) which may be furnished or made available to Airline, directly or indirectly, as the result of this Agreement.

“Engine” means the FAA certified Engine(s) described in the applicable letter agreement(s) to this Agreement or covered under this Agreement pursuant to Article 8 hereof.

“Expendable Parts” means those parts which must routinely be replaced during inspection, repair, or maintenance, whether or not such parts have been damaged, and other parts which are customarily replaced at each such inspection and maintenance period such as filter inserts and other short-lived items which are not dependent on wear out but replaced at predetermined intervals.

“Failed Parts” means those Parts and Expendable Parts suffering a Failure, including Parts suffering Resultant Damage.

“Failure” means the breakage of a Part, failure to function of a Part, or damage to a Part, rendering it not Serviceable and such breakage, failure or damage has been determined to the reasonable satisfaction of GE to be due to causes within GE’s control, including, but not limited to, a defect in design. Failure shall also include any defect in material or workmanship. Failure does not include any such breakage, malfunction or damage that is due to normal wear and tear that can be restored by overhaul or repair.

“Flight Cycle” means the complete running of an Engine from start through any condition of flight and ending at Engine shutdown. A “touch and go landing” used during pilot training shall be considered as a “Flight Cycle.”

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

“Flight Hours” means the cumulative number of airborne hours in operation of each Engine computed from the time an aircraft leaves the ground until it touches the ground at the end of a flight.

“Foreign Object Damage” means any damage to the Engine caused by objects that are not part of the Engine and Engine optional equipment.

“GE Products” means Spare Engines, related optional equipment, technical data, and other products offered from time to time, as may be offered for sale and/or provided by GE.

“GE-LLC Products” means spare Parts, Expendable Parts, Engine Modules, and other products offered from time to time, as may be offered for sale and/or provided by GE-LLC.

[*****]

“Module” means a major sub-assembly of any of the Engines described in the applicable letter agreements or covered under this Agreement pursuant to Article 8 hereof.

“Part” means only those FAA certified Engine and Engine Module Parts which have been sold originally to Airline by GE for commercial use. The term excludes parts that were furnished on new Engines and Modules but are procured directly from vendors. Such parts are covered by the vendor warranty and the GE “Vendor Warranty Back Up.” Also excluded are Expendable Parts and customary short-lived items such as igniters and filter inserts.

[*****]

“Part Cycles” means the total number of Flight Cycles accumulated by a Part.

“Parts Repair” means the GE recommended rework or restoration of Failed Parts to a Serviceable condition.

“Part Time” means the total number of Flight Hours accumulated by a Part.

“Resultant Damage” means the damage suffered by a Part in warranty because of a Failure of another Part or Expendable Part within the same engine, provided the Part or Expendable Part causing the damage was in warranty.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

“Serviceable” when used to describe an Engine or Part, means in an airworthy condition within the limits defined in the applicable Engine manuals, specification and/or publications by the type certificate holder.

“Scrapped Parts” means those Parts determined by GE to be un-Serviceable and not repairable by virtue of reliability, performance or repair costs. Such Parts shall be considered as scrapped if they bear a scrap tag duly countersigned by a GE representative. Such Parts shall be destroyed and disposed of by Airline unless requested by GE for engineering analysis, in which event any handling and shipping shall be at GE’s expense.

“Spare Engine” means an Engine acquired in support of Airline’s fleet of Aircraft for use as a spare Engine when another Engine in such fleet is unavailable due to damage or is otherwise being repaired or serviced.

“Ultimate Life” of a Part means the approved limitation on use of a Part, in cumulative Flight Hours or Flight Cycles, which a U.S. government authority establishes as the maximum period of allowed operational time for such Parts in Airline service, with periodic repair and restoration.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

SECTION II - TERMS AND CONDITIONS

ARTICLE 1 - PRODUCTS

A. Airline may purchase under the terms and subject to the conditions hereinafter set forth, Spare Engines, Engine Modules, spare Parts, related optional equipment, technical data and other products offered from time to time, as may be offered for sale by GE and GE-LLC (hereinafter referred to as “Product(s)”) in quantities and in configurations reasonably required to support Airline’s Activities and the aircraft applications operated by Airline in connection therewith.

B. In order to assure that an adequate supply of GE Spare Engines are available to support the operating fleet of GE powered aircraft, GE reserves the option, for a limited period of time following the sale of Spare Engines to Airline, to repurchase Spare Engines which Airline proposes to utilize for other than its own operating purposes.

Accordingly, if prior to the accumulation of [*****] Flight Hours on any Spare Engine sold hereunder, Airline elects to a) offer such Spare Engine for resale or b) undertake action to cause components or parts of such Spare Engine to be made available for sale, Airline shall give GE prompt advanced written notice of such determination (“Airline’s Notice”). Promptly upon receipt of such notice, GE shall have the option to repurchase the Spare Engine from Airline (the “GE Repurchase Option”) at the lower of (i) the net price (the GE quoted spare engine price less any allowances or other credits available to, and exercised by, Airline) at which such Spare Engine was sold by GE to Airline less an amount to cover any use and operation of the Spare Engine which, as agreed by the parties, shall be equal [*****] per operating hours and cycles applicable to the equivalent GE lease pool engine; or (ii) [*****] If requested by GE, an independent expert, jointly designated by GE and Airline, shall verify such offer while maintaining in confidence the identity of such third party. GE shall give Airline notice of its decision to decline or to exercise such GE Repurchase Option within twenty (20) business days of its receipt of Airline’s Notice. Fulfillment by GE of the GE Repurchase Option shall be conditional upon technical inspection, review and acceptance of the Spare Engine and its records by GE and the execution of a mutually acceptable purchase agreement. If GE Repurchase Option “a” is exercised by GE, upon completion of the repurchase, GE shall restore to Airline’s account any allowances and credits applied to reduce the GE quoted spare engine price. For the avoidance of doubt, such GE Repurchase Option shall not apply to any sale of a Spare Engine intended to secure sale/leaseback financing in connection therewith.

ARTICLE 2 - PRODUCT PRICES

A. In General. The selling price of GE-LLC or GE Products will be the respective prices which are quoted in GE-LLC’s Spare Parts Price Catalog, as revised from time to time (the “Spare Parts Catalog” or “Catalog”) or in GE’s written quotation or proposal from time to

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

time and (ii) confirmed in a Letter Agreement for the purchase of Spare Engines or in a purchase order placed by Airline and accepted by GE-LLC. GE shall quote such prices in U.S. Dollars and Airline shall pay for GE-LLC or GE Products in U.S. Dollars. All Product prices [*****] the cost of GE’s standard tests, inspection and commercial packaging, but [*****], shipping stands, containers, and engine covers. Transportation costs and costs resulting from special inspection, packaging, testing, or other special requirements, requested by Airline, will be paid for by Airline. GE-LLC will advise Airline in writing ninety (90) days in advance of any changes in prices affecting a significant portion of the prices in the Catalog. During such ninety (90) day period, GE¬LLC shall not be obligated to accept Airline purchase orders for quantities of spare Parts in excess of up to ninety (90) days of Airline’s normal usage beyond the effective date of the announced price change.

B. Spare Engines. Spare Engine prices will be quoted as base prices, subject to escalation using the appropriate GE Engine escalation provisions then in effect. The appropriate GE escalation provisions will be set forth in each applicable letter agreement to this Agreement. No change to such escalation provisions will apply to Airline until GE provides Airline at least ninety (90) days prior written notice.

ARTICLE 3 - GE PRODUCT ORDER PLACEMENT

A. The terms and conditions set forth herein are in lieu of all printed terms and conditions appearing on Airline’s purchase orders.

B. Airline shall place purchase orders for GE or GE-LLC Products and GE’s or GE-LLC’s acknowledgment of each purchase order shall constitute acceptance thereof. Airline’s execution of a Letter Agreement shall, for the purchase of Spare Engines, serve as Airline’s purchase order for such Spare Engines and GE’s receipt thereof.

ARTICLE 4 - DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS

A. Shipment of GE Products and GE-LLC Products shall be from GE’s facility in Evendale, Ohio, U.S.A., Peebles, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility at GE’s option.

B. Delivery of all GE Products and GE-LLC Products shall be as follows (hereinafter “Delivery”):

(i) For GE Products and GE-LLC Products shipped from the U.S. to a domestic U.S. destination, Delivery of such GE Products and GE-LLC Products shall be [*****] at the point of shipment described in Paragraph A of this Article;

(ii) For GE Products and GE-LLC Products shipped from the U.S. to a destination outside the U.S., Delivery of such GE Products and GE-LLC Products shall be to Airline once the GE Product or GE-LLC Product is over international waters (i.e., 12 miles off the

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

(iii) shore of the U.S.), or, if the GE Product or GE-LLC Product does not cross international waters during transport, at the frontier of the destination country. Unless otherwise agreed, [*****] for exporting the GE Products and GE-LLC Products out of the U.S.;

(iv) For GE Products and GE-LLC Products shipped from a location outside the U.S., Delivery of such GE Products and GE-LLC Products shall be [*****] from such foreign GE facility.

Upon Delivery, title to GE Products and GE-LLC Products as well [*****] shall pass to Airline. [*****] for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods in accordance with the Article titled “Government Authorization” of this Agreement.

C. [*****] transportation of such GE and GE-LLC Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article.

ARTICLE 5 - PAYMENT FOR PRODUCTS

Payment terms are set forth in the attached Exhibit C.

ARTICLE 6 - GENERAL

Solely for purposes of Articles 7-15 of the Agreement, the abbreviation “Seller” shall refer to both GE and GE-LLC since each entity will be subject to these terms. In addition, again solely for purposes of Articles 7-16 of the Agreement, the term “Product(s)” shall refer to both GE Product(s) and GE-LLC Product(s).

ARTICLE 7 - TAXES AND DUTIES

Unless otherwise specified in this Agreement, Seller shall be responsible for and pay directly all corporate and individual taxes measured by net income or profit imposed by any governmental authority on Seller, its employees or subcontractors in any way connected with this Agreement (“Seller taxes”). Airline shall be responsible for and pay directly when due and payable all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller taxes, imposed by any governmental authority on Seller or its employees or subcontractors in any way connected with this Agreement (“Airline taxes”). All payments due and payable to Seller by Airline under this Agreement shall be made without deduction or withholding for Airline taxes, except that if Airline shall be required by law to deduct or withhold any Airline taxes from or in respect of any amount payable by it to Seller hereunder, the amount payable by Airline shall be increased by such amount as may be necessary so that after making all required deductions or

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

withholdings (including deductions or withholdings with respect to any additional amounts payable pursuant to this sentence), Seller receives the same amount that it would have received if no such deduction or withholding had been made. If Seller is nevertheless required to pay Airline taxes, Airline shall, promptly upon presentation of Seller’s invoice for the Airline taxes, reimburse Seller for the Airline taxes. Airline shall provide to Seller on a timely basis accurate official receipts for deducted or withheld taxes. All rights to drawback of customs duties paid by Seller to the customs authorities of the country of manufacture of any products shall belong to Seller. Airline agrees to cooperate with Seller to obtain a drawback.

ARTICLE 8 - WARRANTY AND PRODUCT SUPPORT PLAN

Applicable warranties are set forth in Exhibit A relating to all Engines or Parts, including Expendable Parts, either purchased by Airline directly from GE or GE-LLC or installed on Airline’s Aircraft as original equipment. Product support activities are set forth in Exhibit B.

ARTICLE 9 - EXCUSABLE DELAY

Seller shall not be liable or in breach of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, by causes beyond its reasonable control, including acts of God, fire, terrorism, war (declared or undeclared), severe weather conditions, earthquakes, epidemics, material shortages, insurrection, acts or omissions of Airline or Airline’s suppliers or agents, any act or omission by any governmental authority, strikes, labor disputes, acts or threats of vandalism or terrorism (including disruption of technology resources), transportation shortages, or vendor’s failure to perform (each an “Excusable Delay”). The delivery or performance date shall be extended for a period equal [*****]. Seller shall use reasonable efforts to continue performance whenever such causes are removed. If Seller is delayed by any acts or omissions of Airline or Airline’s other contractors or suppliers, Seller shall be entitled to an equitable adjustment in price and time for performance. In the event an Excusable Delay continues for a period of [*****] or more beyond the scheduled delivery or performance date, Airline or Seller may, upon sixty (60) days written notice to the other, cancel the part of this Agreement so delayed, Seller shall return to Airline all payments relative to the canceled part of this Agreement, and Airline shall pay Seller its reasonable cancellation charges in the event Airline elects to cancel the affected part of this Agreement.

ARTICLE 10 - PATENTS

A. Seller shall handle all claims and defend any suit or proceeding brought against Airline insofar as based on a claim that any Product furnished under this Agreement, without any alteration or further combination, constitutes an infringement of any patent of the United States or of any patent of any other country that is signatory to Article 27 of the Convention on International Civil Aviation signed by the United States at Chicago on December 7, 1944, in which Airline is authorized to operate or in which another airline pursuant to lawful interchange, lease or similar arrangement, operates aircraft of Airline.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

B. Seller’s liability hereunder is conditioned upon Airline promptly notifying Seller in writing and giving Seller authority, information and assistance (at Seller’s expense) for the defense of any suit or proceeding. In case such Product is held in such suit or proceeding to constitute infringement and the use of said Product is enjoined, Seller shall, at its own expense and at its option, either (1) procure for Airline the right to continue using such Product; (2) replace same with satisfactory and non-infringing Product; or (3) modify same so it becomes satisfactory and non-infringing Product. Seller shall not be responsible to Airline or to any third party, for incidental or consequential damage, including, but not limited to, costs, expenses, liabilities or loss of profits resulting from loss of use.

C. The remedies described in Paragraphs (A) and (B) above do not apply to any Product or Part (1) not purchased by Airline from Seller (except for Products or Parts installed as Original Equipment on aircraft owned, leased or operated by Airline); (2) that was changed, modified, or not used for its intended purpose; or (3) that was manufactured by Seller to Airline’s unique specifications or directions.

The obligations recited in this Article shall constitute the sole and exclusive liability of Seller for actual or alleged patent infringement.

ARTICLE 11 - DATA

A. All Data is proprietary to and shall remain the property of Seller. All Data is provided to or disclosed to Airline in confidence, and shall neither (1) be used by Airline or be furnished by Airline to any other person, firm or corporation for the design or manufacture or repair of any products, articles, compositions of matter, or processes, nor (2) be permitted out of Airline’s possession, or divulged to any other person, firm or corporation, nor (3) be used in the creation, manufacture, development, or derivation of any repairs, modifications, spare parts, designs or configuration changes, or to obtain FAA or any other government or regulatory approval of any of the foregoing. Data shall not be used for the maintenance, repair, or assessment of continued airworthiness of any products not supplied or covered under this Agreement. If GE’s written consent is given for reproduction in whole or in part, any existing notice or legend shall appear in any such reproduction. Nothing in this Agreement shall preclude Airline from using such Data for the modification, overhaul, or maintenance work performed by Airline on Airline’s Products; except that all repairs or repair processes that require substantiation (including, but not limited to, high technology repairs) will be the subject of a separate license and substantiated repair agreement between Seller and Airline.

B. Seller warrants that it either owns or will secure the right for Airline to use, as set forth in this Paragraph, software delivered as part of an Engine by Seller to Airline under this Agreement. Seller agrees to provide to Airline, as part of the delivered Engines, a copy of all software, in machine readable (object code) format, necessary solely for the operation of Engines provided under this Agreement. Seller will provide to Airline and Airline agrees to accept and execute all necessary license agreements, if any, that are required to memorialize such rights to use such software. Airline agrees that it shall have no rights to sublicense, decompile or modify any software provided by Seller without the prior express written consent of the owner of such software. Airline shall be solely responsible for negotiating any licenses necessary to secure for Airline any additional rights in any software.

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ARTICLE 12 - LIMITATION OF LIABILITY

The liability of Seller to Airline arising out of, connected with, or resulting from the manufacture, sale, design, possession, use or handling of any Product or Parts thereof or therefore (including Engines installed on Airline’s owned or leased aircraft as original equipment and engines obtained, acquired, leased or operated before or after the execution of this Agreement) or furnishing of services, whether in contract, warranty, tort (including, without limitation, negligence, but excluding willful misconduct or gross negligence) or otherwise, shall be as set forth in this Agreement or in Exhibit A or B or in the applicable letter agreements to the Agreement [*****] of the Engine, service or other thing giving rise to Airline’s claim. The foregoing shall constitute the sole remedy of Airline and the sole liability of Seller. In no event shall Seller be liable for incidental, punitive, special, indirect or consequential damages, including but not limited to, damage to, or loss of use, revenue or profit with respect to any aircraft, engine, or part thereof. THE WARRANTIES AND GUARANTEES SET FORTH IN EXHIBIT A AND ANY APPLICABLE LETTER AGREEMENTS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE).

For the purpose of this Article, the term “Seller” shall be deemed to include General Electric Company, its subsidiaries (including but not limited to GE Engine Services Distribution, LLC), assigns, subcontractors, suppliers, Product co-producers, and the respective directors, officers, employees, and agents of each.

ARTICLE 13 - GOVERNMENT AUTHORIZATION, EXPORT SHIPMENT

Airline shall be responsible for obtaining any required licenses or any other required governmental authorization and shall be responsible for complying with all U.S. and foreign government licensing and reporting requirements, including the requirement to file export records with the U.S. Automated Export System (i.e., “AES Records”) prior to export from the U.S. Consistent with its obligation to file AES records, Airline acknowledges and agrees that it will issue a power of attorney to a U.S. freight forwarder authorized to file such records, requiring that freight forwarder to make such AES filings. Airline shall restrict disclosure of all information and data furnished in connection with such authorization and shall ship the subject matter of the authorization to only those destinations that are authorized by the U.S. Government.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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ARTICLE 14 - PERSONAL DATA PROTECTION

A. “Personal Data” is any information relating to an identified or identifiable natural person or to any legal entity if such legal entity is subject to data protection legislation in their country of incorporation (“Data Subject”).

B. Airline and Seller each agree that any Personal Data obtained from the other Party will be deemed Data of the other Party as defined in this Agreement whether or not the Personal Data is publicly available.

C. Airline and Seller each represent that in providing Personal Data to one another they will comply with all applicable laws and regulations, including but not limited to providing notices to or obtaining consents from the Data Subjects when required.

D. Steps shall be taken to implement and maintain physical, technical and organizational measures to ensure the security and confidentiality of Personal Data in order to prevent accidental, unauthorized or unlawful access, use, modification, disclosure, loss or destruction of Personal Data. The security measures taken shall be in compliance with applicable data protection laws and shall be adapted to the risks represented by the processing and the nature of the personal data to be collected and/or stored.

ARTICLE 15 - NOTICES

Any notices under this Agreement shall become effective upon receipt and shall be in writing and be delivered or sent by mail, courier service, personal service or fax to the respective parties at the following addresses, which may be changed by written notice:

If to:	Airline	If to:	General Electric Company
			GE-Aviation
			One Neumann Way, M.D.
			Cincinnati, Ohio 45215-1988 USA
Attn:	Fernando Calaes	Attn:	Customer Support Manager
	Facsimile Number: 55 31 3055 9710		Facsimile Number: 1 513 552 2613
	Telephone Number: 55 31 30559700		Telephone Number: 1 513 552 2613
		If to:	GE Engine Services Distribution, LLC
			One Neumann Way, MD 111
			Cincinnati, OH 45215-6301
		Attn:	President
			Facsimile Number: (513) 552-2144
			Telephone Number: (513) 552-2278

Notice sent by the U.S. mail, postage prepaid, shall be deemed received within seven (7) days after deposit.

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ARTICLE 16 - MISCELLANEOUS

A. Assignment of Agreement. This Agreement may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party; except, that, Airline’s consent shall not be required for the assignment by Seller of all or a portion of the Agreement to a subsidiary of Seller.

B. Applicable Law; Venue. All aspects of this Agreement and the obligations arising hereunder will be governed in accordance with the law of the State of New York, U.S.A.; except, that New York conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

C. Entire Agreement; Modification. This Agreement contains the entire and only agreement between the parties, and it supersedes all pre-existing agreements between such parties, respecting the subject matter hereof; and any representation, promise or condition in connection therewith not incorporated herein shall not be binding upon either Party. No modification or termination of this Agreement or any of the provisions herein contained shall be binding upon the Party against whom enforcement of such modification or termination is sought, unless it is made in writing and signed on behalf of Seller and Airline by duly authorized executives.

D. Confidentiality of Information. This Agreement and letter agreements contain information specifically for Airline and Seller, and nothing herein contained shall be divulged by Airline or Seller to any third person, firm or corporation, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; except (i) that Airline’s consent shall not be required for disclosure by Seller of this Agreement and letter agreements, and related information given by Airline to Seller, to an Engine program participant, joint venture participant, engineering service provider or consultant to Seller so as to enable Seller to perform its obligations under this Agreement or letter agreements or to build the Engine or to provide informational data; (ii) to the extent required by Government agencies, by law, or to enforce this Agreement; and (iii) to the extent necessary for disclosure to the Parties’ respective insurers, accountants or other professional advisors who must likewise agree to be bound by the provisions of this Article. In the event (i) or (iii) occur, suitable restrictive legends limiting further disclosure shall be applied. In the event the Agreement, or other Seller information or data is required to be disclosed or filed by government agencies by law, or by court order, Airline shall notify Seller at least thirty (30) days in advance of such disclosure or filing and shall cooperate fully with Seller in seeking confidential treatment of sensitive terms of the Agreement or such information and data.

E. Duration of Agreement. This Agreement shall remain in full force and effect until (i) Airline ceases to operate at least [*****] powered by Products set forth herein, or (ii) less than [*****] powered by such Products are in commercial airline service, or (iii) the occurrence of a material breach of the obligations set forth in Article 11. Nothing herein shall affect the rights and obligations and limitations set forth in this Agreement as to Products ordered for delivery and work performed prior to termination of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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F. Survival Of Certain Clauses. Survival Of Certain Clauses. The rights and obligations of the Parties under the following Articles and related Exhibits shall survive the expiration, termination, completion or cancellation of this Agreement:

Payment for Products

Taxes and Duties

Patents

Data

Limitation of Liability

Governmental Authorization, Export Shipment

Miscellaneous

G. Language. This Agreement, orders, Data, notices, shipping invoices, correspondence and other writings furnished hereunder shall be in the English language.

H. Severability. The invalidity or un-enforceability of any part of this Agreement, or the invalidity of its application to a specific situation or circumstance, shall not effect the validity of the remainder of this Agreement, or its application to other situations or circumstances. In addition, if a part of this Agreement becomes invalid, the Parties will endeavor in good faith to reach agreement on a replacement provision that will reflect, as nearly as possible, the intent of the original provision.

I. Waiver. The waiver by any Party of any provision, condition, or requirement of this Agreement, shall not constitute a waiver of any subsequent obligation to comply with such provision, condition, or requirement.

J. Dispute Resolution. If any dispute arises relating to this Agreement, the Parties will endeavor to resolve the dispute amicably, including by designating senior managers who will meet and use commercially reasonable efforts to resolve any such dispute. If the Parties’ senior managers do not resolve the dispute within sixty (60) days of first written request, either party may request that the dispute be settled and finally determined by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in New York, New York, by one or more arbitrators appointed in accordance with the AAA Rules. The arbitrator(s) will have no authority to award punitive damages, attorney’s fees and related costs or any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement and applicable law. The award of the arbitrator(s) will be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction. All statements made or materials produced in connection with this dispute resolution process and arbitration are confidential and will not be disclosed to any third party except as required by law or subpoena. The Parties intend that the dispute resolution process set forth in this Article will be their exclusive remedy for any dispute arising under or relating to this Agreement or its subject matter. Either party may at any time, without inconsistency with this Article, seek from a court of competent jurisdiction any equitable, interim, or provisional relief to avoid

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irreparable harm or injury. This Article will not apply to and will not bar litigation regarding claims related to a party’s proprietary or intellectual property rights, nor will this Article be construed to modify or displace the ability of the Parties to effectuate any termination contemplated in this Agreement.

K. Waiver of Immunity. With respect to any Airline who is incorporated or based outside the United States, to the extent that such Airline or any of its property becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding of any nature, Airline hereby irrevocably waives the application of such immunity and particularly, the U.S. Foreign Sovereign Immunities Act, 28 U.S.C. 1602, et. seq., insofar as such immunity relates to Airline’s rights and obligations in connection with this Agreement.

L. Electronic Transactions.

(i) Seller may grant Airline access to and use of the GE Customer Web Center (“CWC”) and/or other GE Web sites (collectively, “GE Sites”). Airline agrees that such access and use shall be governed by the applicable GE Site Terms and Conditions, provided, however, that in the event of a conflict with the provisions of this Agreement, this Agreement shall govern.

(ii) Seller may permit Airline to place purchase orders for certain Products on the GE Sites by various electronic methods (“Electronic POs”). The Parties agree that such Electronic POs a) constitute legally valid, binding agreements; b) have the same force and effect as purchase orders placed in paper format signed by Airline in ink; and c) are subject to the terms and conditions hereof.

(iii) Seller may permit Airline to access certain technical Data through the CWC, including, but not limited to GE technical publications under the terms and conditions of this Agreement. Airline shall be responsible for contacting its FAA representative for guidelines on the use of such electronic technical data.

(iv) Airline represents and warrants that any employee or representative who places Electronic POs or accesses Data through the CWC is authorized by Airline to do so and has obtained a login name(s) and password(s) through the GE Site registration process. Seller shall be entitled to rely on the validity of a login name or password unless notified otherwise in writing by Airline.

Counterparts: This Agreement may be signed by the Parties in separate counterparts, and any single counterpart or set of counterparts, when signed and delivered to the other Parties shall together constitute one and the same document and be an original Agreement for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above written.

		GENERAL ELECTRIC
TRIP LINHAS AEREAS S.A.		COMPANY
By:	/s/ Fernando Antonio Moreira Calaes	By:	/s/ Kathy MacKenzie
Typed Name:	Fernando Antonio Moreira Calaes	Typed
	Diretor de Administração e Finanças	Name:	Kathy MacKenzie
Title:	/s/ Gladison Alberto Piasera	Title:	RGM Comm Ops
	Gladison Alberto Piasera
	Gerente de Contratos
Date:		Date:	May 29 2009
		GE ENGINE SERVICES
		DISTRIBUTION, LLC
		By:	/s/ Steven J Shaknaitis
		Typed
		Name:	Steven J Shaknaitis
		Title:	President
		Date:	June 3, 2009

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

EXHIBIT A

CF34-8 ENGINE WARRANTY PLAN

SECTION I - WARRANTIES

A. New Engine Warranty

1. GE warrants each new Engine and Module against Failure for the initial [*****] Flight Hours as follows:

a. [*****] will be granted for any Failed Parts.

b. [*****] for disassembly, reassembly, test and Parts Repair of any new Engine part will be granted for replacement of Failed Parts.

c. Such [*****] will be: [*****] from new to [*****] Flight Hours and decreasing pro rata from [*****] at [*****] Flight Hours to [*****] at [*****] Flight Hours.

2. As an alternative to the above allowances, GE shall upon request of Airline:

a. Arrange to have Failed Engines and Modules repaired per the terms of Paragraph 1 above, at a facility designated by GE.

B. New Parts Warranty

In addition to the warranty granted for new Engines and Modules GE warrants Parts as follows:

1. During the first [*****] Flight Hours for such Parts GE will grant [*****] for repair labor for Failed Parts.

2. GE will grant a pro rata [*****] for Scrapped Parts decreasing from [*****] at [*****] Flight Hours Part Time to [*****] at the applicable hours designated in the applicable Engine Parts Table set forth in Attachment I to this Exhibit A.

C. Ultimate Life Warranty

1. GE warrants Ultimate Life limits on a Part for which a FAA imposed Ultimate Life limitation is published.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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2. GE will grant a pro rata [*****] of [*****] when new, decreasing pro rata from [*****] when to [*****] at [*****] Flight Cycles (and [*****] when new to [*****] Flight Cycles for HPT Components if the Engine is the CF34-8E5A1 or the CF34-8C5A). Credit will be granted only when such Parts are permanently removed from service by a U.S. Government imposed Ultimate Life Limitation of less than [*****] Flight Cycles. Credit will not be granted under this Ultimate Life Warranty for any individual Failure or other cause not related to the total usage capability of all such Parts in Airline service.

D. Campaign Change Warranty

1. A campaign change will be declared by GE when a new Part design introduction, Part modification, Part Inspection, or premature replacement of an Engine or Module is required by a time compliance GE Service Bulletin implementing an Airworthiness Directive. GE will grant the following [*****]:

(i) [*****] for Parts in inventory or removed from service when new or with [*****] Flight Hours or less total Part Time.

(ii) [*****] for Parts in inventory or removed from service with over [*****] Flight Hours since new, regardless of warranty status.

2. [*****] - GE will grant [*****] for disassembly, reassembly, modification, testing, or Inspection of GE-supplied Engines, Modules or Parts therefore when such action is required to comply with a mandatory time compliance GE Service Bulletin implementing an Airworthiness Directive.

3. Life controlled Parts which are set forth in the Ultimate Life Warranty and which are retired by Ultimate Life limits including FAA Airworthiness Directive, are [*****] from Campaign Change Warranty.

E. Warranty Pass-On

If requested by Airline and consented to by GE in writing, which consent will not be unreasonably withheld, GE will permit assignment of the warranty support for Engines sold by Airline to commercial Airline operators, or to other aircraft operators. Such warranty support will be limited to Engines or Parts which were purchased under this Agreement or to initially installed Engines purchased by Airline from the Aircraft manufacturer and apply to the unexpired portion of the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty, Campaign Change Warranty, Vendor Back-Up Warranty, and Vendor Interface Warranty (collectively, the “Engine Warranties”), and will require such operator(s) to agree in writing to be bound by and comply with all the terms and conditions, including the limitations, applicable to the Engine Warranties.

Seller’s consent shall not be required for the assignment by Airline to one or more financing institutions of Airline’s rights to the Engine Warranties, each such assignment made in

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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respect to Airline’s initial financing of one or more new Aircraft or spare Engine(s), as the case may be. In exercising any rights under such Engine Warranties, such assignee shall be conclusively deemed to have accepted the applicable terms and conditions of this GTA, including the limitations, applicable to the Engine Warranties. The exercise by such assignee of any rights to the Engine Warranties shall not release Airline from any of its duties or obligations to Seller under this GTA except to the extent of actual performance by the assignee. Seller’s liability to either or both Airline and its assignee shall not be increased, duplicated or multiplied in any way by reason of such assignment. Airline shall provide the assignee an extracted copy of the terms and conditions of this GTA (including a copy of this paragraph) applicable to the Engines Warranties. Seller’s consent to the assignment under the foregoing terms shall be deemed fulfilled, without further action by the Seller, upon receipt by Seller of Airline’s written notice identifying the assignee of the Engine Warranties.

F. Vendor Back-Up Warranty

1. GE controls and accessories vendors provide a warranty on their products used on GE Engines. This warranty applies to controls and accessories sold to GE for delivery on installed or spare Engines and controls and accessories sold by the vendor to Airline on a direct purchase basis. In the event the controls and accessories suffer a failure during the vendor’s warranty period, Airline will submit a claim directly to the vendor in accordance with the terms and conditions of the vendor’s warranty.

2. In the event a controls and accessories vendor fails to provide a warranty at least as favorable as the GE New Engine Warranty (for complete controls and accessories) or New Parts Warranty (for components thereof), or if provided, rejects a proper claim from Airline, GE will intercede on behalf of Airline to resolve the claim with the vendor. In the event GE is unable to resolve a proper claim with the vendor, GE will honor a claim from Airline under the provisions and subject to the limitations of GE’s New Engine or New Parts Warranty, as applicable. Settlements under Vendor Back-Up Warranty will exclude credits for resultant damage to or from controls and accessories procured directly by Airline from vendors.

G. Vendor Interface Warranty

Should any control or accessory, for which GE is responsible, develop a problem due to its environment or interface with other controls and accessories or with an Engine, Module or equipment supplied by the aircraft manufacturer, GE will be responsible for initiating corrective action. If the vendor disclaims warranty responsibility for Parts requiring replacement, GE will apply the provisions of its New Parts Warranty to such Part whether it was purchased originally from GE or directly from the vendor.

H. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE).

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SECTION II - GENERAL CONDITIONS

A. Airline will maintain adequate operational and maintenance records and make these available for GE inspection.

B. GE will deny a claim under any of the Warranty provisions, and the Warranty provisions will not apply if it has been reasonably determined by GE that:

(1) such claim resulted from the subject Engine, Module or any Parts thereof:

• Not being properly installed or maintained; or

• Being operated contrary to applicable GE recommendations as contained in its Manuals, Bulletins, or other written instructions; or

• Being repaired or altered in such a way as to impair its safety of operation or efficiency; or

• Being subjected to misuse, neglect or accident; or

• Being subjected to Foreign Object Damage; or

• Being subjected to any other defect or cause (whether sole or contributory) not within the control of GE; or

• Not incorporating all service bulletins related to the cause or failure.

C. The express provisions herein set forth the maximum liability of GE with respect to all claims of any kind under this Exhibit A, including, without limitation, contracts, warranty, tort and negligence arising out of the manufacture, design, sale, possession, use or handling of the Products (including Engines installed on Airline’s owned or leased aircraft as original equipment and engines obtained, acquired, leased or operated before or after the execution of this Agreement) or Parts thereof or therefore, and[*****] GE’s liability to Airline [*****] of the Engine, service or other thing giving rise to Airline’s claim. In no event shall GE be liable for incidental, special, punitive or consequential damages. For the purpose of this Section II, the term “GE” shall be deemed to include the General Electric Company, its subsidiaries, assigns, subcontractors, suppliers, Product co-producers, and the respective directors, officers, employees, and agents of each. If Airlines uses non-GE Parts or non-GE approved repairs and such parts or repairs cause personal injury, death or property damage to third parties, Airline shall indemnify and hold harmless GE from all claims and liabilities connected therewith. This indemnification shall survive termination of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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D. Airline shall apprise GE of any Failure within [*****] after the discovery of such Failure. Such notice shall include a delineation of all other products or parts not supplied by GE which have been incorporated into the Engine that may have contributed to the Failure or that are involved with the operation of the module in which the Failure occurred. Any Part for which a [*****] is requested by Airline shall be returned to GE upon specific request by GE and must be accompanied by sufficient information to identify the Part and the reason for its return. In such event, upon return to GE, such Part shall become the property of GE unless GE directs otherwise. Transportation expenses shall be borne by GE.

E. The warranty applicable to a replacement Part provided under the terms of the New Engine Warranty or New Parts Warranty shall be the same as the warranty on the original Part. The unexpired portion of the applicable warranty will apply to Parts repaired under the terms of such warranty.

F. Airline will cooperate with GE in the development of Engine operating practices, repair procedures, and the like with the objective of improving Engine operating costs.

G. If compensation becomes available to Airline under more than one warranty or other Engine program consideration, Airline [*****] receive [*****] compensation but will receive the [*****] to Airline under a single warranty or other program consideration.

H. Any repair which is performed without the prior authorization of GE will not be covered by the applicable warranty.

I. Transportation to and from repair facilities shall be paid by Airline.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

ATTACHMENT I

CF34-8 Warranty Parts List

	Parts Time (Hours)
Fan Rotor		[*****]
Spinner, Fwd, and Aft		[*****]
Fan Disk		[*****]
Fan Drive Shaft		[*****]
Fan Stator		[*****]
Case		[*****]
Engine Mounts		[*****]
O.G.V. Frame		[*****]
Housing, No. 1 & 2 Bearing		[*****]
Front Frame		[*****]
Frame Assembly		[*****]
Compressor Stator		[*****]
Case, Lower and Upper		[*****]
Compressor Rotor		[*****]
Blisks		[*****]
Spools		[*****]
Forward Shaft		[*****]
Housing, #3 Bearing		[*****]
Seal, CDP Rotating		[*****]
Combustor		[*****]
Combustion Chamber Frame Assembly		[*****]
Seal, CDP Stationary		[*****]
Rear Main Mount Ring		[*****]
#4 Bearing Mount		[*****]
“B” Slump Stationary Seal		[*****]
O.G.V. Ring		[*****]
High Pressure Turbine Stator		[*****]
Casing, Inner		[*****]
High Pressure Turbine Rotor		[*****]
Disks, Stage 1 and 2		[*****]
Fwd Cooling Plates, Stage 1 and 2		[*****]
Aft Cooling Plates, Stage 1 and 2		[*****]
Shaft		[*****]
Torque Coupling, Outer		[*****]
Low Pressure Turbine Stator		[*****]
Casing		[*****]
Inner Attachment Ring		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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	Parts Time (Hours)
Low Pressure Turbine Rotor		[*****]
Disks, Stage 3, 4, 5 and 6		[*****]
Rear Shaft		[*****]
Seals, Stage 3/4, 4/5, 5/6		[*****]
Exhaust		[*****]
Centerbody		[*****]
Frame		[*****]
Bearing Housing #5		[*****]
Heat Shield		[*****]
“C” Sump Cover		[*****]
Housing, Front Labyrinth Seal		[*****]
“C” Sump Wall		[*****]
Accessory Gearbox		[*****]
Housing		[*****]
Shafts, Drive and Gear		[*****]
Gears		[*****]
PTO		[*****]
Housing		[*****]
Bevel Gears		[*****]

* Warranty Parts List may change

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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GENERAL TERMS AGREEMENT NO. GE-1-1364335901

EXHIBIT B

PRODUCT SUPPORT PLAN

SECTION I - SPARE PARTS PROVISIONING

A. Provisioning Data

In connection with Airline’s initial provisioning of spare Parts, GE or GE-LLC shall furnish Airline with data in accordance with ATA Specification 2000 using a revision mutually agreed to in writing by GE and Airline.

B. Return Of Parts

Airline shall have the right to return to GE-LLC, at GE-LLC’s expense, any new or unused Part which has been shipped in excess of the quantity ordered or which is not the part number ordered or which is in a discrepant condition except for damage in transit.

C. Parts Buy-Back

Within the first [*****] after delivery of the [*****] aircraft to Airline, GE-LLC will agree (i) to repurchase at the invoiced price, any initially provisioned spare Parts purchased from GE-LLC which GE-LLC recommended that Airline purchase, in the event Airline finds such Parts to be surplus to Airline’s needs; or (ii) to exchange with Airline the equivalent value thereof in other spare Parts. Such Parts must be new and unused, in original GE packaging, and shall meet GE inspection requirements. Parts which become surplus to Airline’s needs by reason of Airline’s decision to upgrade or dispose of Products are excluded from this provision. Shipping costs for Parts returned [*****]

D. Parts of Modified Design

1. GE-LLC shall have the right to make modifications to design or changes in the spare Parts sold to Airline hereunder.

2. GE-LLC will from time to time inform Airline in accordance with the means set forth in ATA Specification 2000, when such spare Parts of modified design become available for shipment hereunder.

3. Spare Parts of the modified design will be supplied unless Airline advises GE-LLC in writing of its contrary desire within [*****] of the issuance of the Service Bulletin specifying the change to the modified Parts. In such event, Airline may negotiate for the continued supply of spare Parts of the pre-modified design at a rate of delivery and price to be agreed upon.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

B-23

GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

E. Spare Parts Availability

1. GE-LLC will maintain a stock of spare Parts to cover Airline’s emergency needs. For purposes of this Paragraph, emergency is understood by GE-LLC and Airline to mean the occurrence of any one of the following conditions:

AOG	-	Aircraft on Ground
Critical	-	Imminent AOG or Work Stoppage
Expedite	-	Less than Normal Lead Time

2. Airline will order spare Parts according to lead-time but should Airline’s spare Parts requirements arise as a result of an emergency, Airline can draw such spare Parts from GE-LLC’s stock. A 24-hour Customer Response Center is available to Airline for this purpose. If an emergency does exist, GE-LLC will use its best efforts to ship required spare Part(s) within the time period set forth below following receipt of an acceptable purchase order from Airline:

AOG	-	[*****]
Critical	-	[*****]
Expedite	-	[*****]

3. Airline shall provide GE with spare Parts provisioning forecasts, updated at least [*****] specifying projected requirements to cover at least the following [*****] period. Airline agrees to promptly notify GE in the event the Airline will not achieve such projected requirements. If Airline does not supply such forecast provisioning then GE may modify the spare Part lead time currently defined in the Spare Parts Catalog.

SECTION II - TECHNICAL PUBLICATIONS AND DATA

GE will furnish, [*****], technical manuals, including revisions thereof, to Airline. Technical manuals shall be furnished by GE to Airline in mutually agreed upon quantities. All technical manuals provided by GE shall be in the English language and in accordance with mutually agreed upon provisions of the ATA Specification.

SECTION III - TECHNICAL TRAINING

A. Introduction

GE shall make technical training available to Airline, at GE’s designated facilities. Details on scope, quantity, materials, and planning shall be as mutually agreed.

B. Scope

The training furnished under this Agreement shall be as follows:

• Product - as previously defined in this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

B-24

GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

• Quantity [*****] to Airline for [*****] to Airline for each additional aircraft.

• Courses – detailed in training catalog (www.geae.com/training).

* Student-Days = the number of students multiplied by the number of class days

The Customer Support Manager, in conjunction with appropriate GE Training representatives, will be available to conduct a review session with Airline to schedule required training. To assure training availability, such review shall be conducted [*****] prior to the delivery date of the [*****] aircraft.

C. Training Location

Unless arranged otherwise with GE concurrence, training shall be provided by GE in English at one or more of the GE designated facilities identified in the training catalog.

If an alternate site is desired, GE will furnish a quotation with following minimum conditions that must be met in order to deliver “equivalent” training at the alternate site.

1. Airline will be responsible for providing acceptable classroom space and equipment - including engines, special tools, and hand tools required to conduct the training.

2. Airline will pay GE’s travel and living charges for each GE instructor for each day, or fraction thereof, such instructor is away from GE’s designated facility, including travel time.

3. Airline will pay for round-trip transportation for GE’s instructors and shipment of training materials between the designated facility and such alternate training site.

D. Airline Responsibility

During engine maintenance training at any of the GE designated facilities, Airline shall be responsible for typical expenses such as:

• Air and ground transportation expenses

• Lodging (hotel accommodations)

• Meals

• All Medical - physicians, medication, emergencies, etc.

• Other various and sundry expenses (visits to other businesses, entertainment, etc.).

Airline will be responsible for shipping costs of training materials in all cases.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

B-25

GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

SECTION IV - CUSTOMER SUPPORT AND SERVICE

A. Customer Support Manager

GE shall assign to Airline [*****], a Customer Support Manager located at GE’s factory to provide and coordinate appropriate liaison between the Airline and GE’s factory personnel.

B. Field Support

GE shall make available to Airline, [*****], field service representation at Airline’s facility. GE will provide the level of representation required to ensure that GE is able to expeditiously and accurately deliver data that is required to resolve technical issues.

GE will also assist with the introduction of new aircraft/Engines into Airline’s fleet, resolution of unscheduled maintenance actions, product scrap approval, and rapid communication between Airline’s maintenance base and GE’s factory personnel. Throughout the operation of these Engines, the Customer Support Center (“CSC”) and the Customer Web Center (“CWC”) will augment support [*****] to Airline.

SECTION V - ENGINEERING SUPPORT

GE shall make factory based engineering support available, [*****], to Airline, for typical powerplant issues.

SECTION VI - PERFORMANCE TREND MONITORING

Support equipment includes tools required to support the line maintenance, removal/installation, transportation, overhaul (assembly/disassembly/inspection) and test of the Engine. This equipment is offered for sale by GE (Customer Tooling Solutions) or through a GE licensee.

GE Aviation - Customer Tooling Solutions

1 Neumann Way MD 310

Cincinnati, Ohio USA, 45215-6301

Aviation.toolingorder@ge.com

Piece part component repair tooling is dependent on the specific equipment and repair methods/process and therefore is often locally manufactured to non-standard designs. As such it is generally not offered for sale.

SECTION VII - PERFORMANCE TREND MONITORING

GE will also provide the standard diagnostics services set forth in Exhibit D.

SECTION VIII - GENERAL CONDITIONS - PRODUCT SUPPORT PLAN

A. All support provided by GE above is provided to Airline exclusively for the maintenance and overhaul by Airline of Airline’s Products provided that such Products are operated in the original Engine configuration, or in a modified Engine configuration which does not, directly or indirectly, affect such Products or in an Engine configuration that has been

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

B-26

GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

approved by GE. The support provided herein may not be utilized for any other purpose, or assigned or otherwise transferred to any third party, without the written consent of GE, which consent may be exercised by GE in its sole discretion. Technical support for shops offering engine maintenance and overhaul services to third party customers is available from GE directly.

B. Airline will maintain adequate operational and maintenance records and make these available for GE inspection.

C. This Product Support Plan is subject to the provisions of the Article titled “Limitation of Liability” of the Agreement to which this Exhibit B is attached.

D. Airline will cooperate with GE in the development of Engine operating practices, repair procedures, and the like with the objective of improving Engine operating costs.

E. Except as provided in the Warranty Pass-On provisions in Paragraph E of Exhibit A of the Agreement to which this Exhibit B is attached, this Product Support Plan applies only to the original purchaser of the Engine except that installed Engines supplied to Airline through the aircraft manufacturer shall be considered as original Airline purchases covered by this Product Support Plan.

B-27

GE PROPRIETARY INFORMATION

(subject to restrictions on cover page)

CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

EXHIBIT C

PAYMENT TERMS

A. Airline shall make payment in United States Dollars and in immediately available funds. Payment will be effective upon receipt thereof.

• For spare Engines and Modules:

• [*****] prior to a scheduled delivery date, GE shall render to Airline an invoice for [*****] of the base price (unescalated) which Airline shall pay within [*****] of the date of the invoice; and

• [*****] prior to a scheduled delivery date, GE shall render to Airline an invoice for [*****] of the base price (unescalated) which Airline shall pay within [*****] of the date of the invoice; and

• [*****] prior to a scheduled delivery date, GE shall render to Airline an invoice for [*****] of the base price (unescalated) which Airline shall pay within [*****] of the date of the invoice; and

• Payment of the balance, [*****] amount for price escalation to the month of scheduled delivery, if any, shall be made at [*****] of each item, and

• Solely for administrative purposes (including shipping, export and taxation requirements), Airline shall have the right to place, and GE shall have the right to require, a purchase order reflecting the Airline commitment to purchase a Spare Engine or Module as contained in the applicable Letter Agreement. For avoidance of doubt, placement of such purchase order shall not affect the payment obligation of Airline specified above, or the shipment obligation of GE as set forth in the applicable Letter Agreement.

• For special tools and test equipment, payment of the selling price shall be made [*****] thereof.

• For spare Parts including Expendable Parts, payment shall be made at time of delivery.

B. All invoicing and payments (including payment details) hereunder shall be transmitted electronically to GE’s bank account as notified by GE on its invoices.

C. If delivery hereunder is delayed by Airline, payment shall be made based on the delivery schedule set forth in the applicable Letter Agreement.

D. GE may establish different payment terms in the event Airline consistently fails to make payment according to the terms set forth above.

E. If Airline fails to make any of the foregoing payments when due, Airline will also pay to GE, without prejudice to any other rights available to GE under this Agreement, interest on any late payment, calculated from the payment due date to the date of ac al remittance.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

C-28

CONFIDENTIAL TREATMENT REQUESTED

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

Interest will be computed at [*****] over the prime floating interest rate per annum as published in The Wall Street Journal for twelve month U.S. Dollar deposits, but in no event will the rate of interest be greater than the highest rate then permitted under applicable law.

EXHIBIT D

STANDARD DIAGNOSTICS SERVICES

1. DIAGNOSTICS SERVICE ELEMENTS

A. Diagnostics Services. GE shall provide the following services (hereinafter “Services”) to Airline in support of the Engines [*****] to the Airline:

1. Base Service Elements.

a. Engine condition data will be automatically processed by [*****] 24 hours a day, 7 days a week (“24x7”) when received at the designated GE facility. GE will be responsible for operating and maintaining the [*****] and the necessary facilities.

b. Significant shifts in Engine condition data trends will be automatically detected and notice of said shifts (“Alerts”) will be sent to Airline via email.

c. Airline will be given access to web-based tools for reviewing Engine condition data, managing Alerts and assessing Engine health.

d. [*****] for Engine condition monitoring trend shift observation, including engineering review, analysis, and recommendations will be provided to Airline as required on a 24x7 basis.

2. GE will identify a Service integration team leader to provide initial program set-up, and provide technical support necessary to assist the Airline in meeting Airline obligations specified in Article 2.

3. As a part of the above Services, GE shall review only the data and messages delivered by Airline in accordance with Section 2 needed to perform the Services.

4. GE and Airline agree that any information provided to Airline by GE for use in trending, performance analysis, troubleshooting, and managing operations are advisory only.

2. AIRLINE’S RESPONSIBILITY UNDER THE DIAGNOSTICS PROGRAM

A. Airline (or Airline’s operator by delegation of this responsibility) shall:

1. Provide GE all information and records requested by GE that are reasonably necessary for GE to establish and provide the Service (including, but not limited to, avionics specifications, aircraft/engine maintenance history, engine configuration information, etc.). To the extent that such information and records are not owned by Airline, Airline represents and warrants that it has full authorization to disclose such information and records to GE and that GE has the right to use such information and records for all of the purposes that they are provided to GE by Airline, including fulfilling GE’s obligations under this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

C-29

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

2. Make available to GE data used in the monitoring and diagnostics of Engines eligible for coverage. Airline will authorize Airline’s air-to-ground service provider to forward the data directly to the GE SITA/ARINC address ILNGE7X. If air-to-ground equipment is not available, GE will work with the Airline to establish means such that the data is provided with minimal manual intervention.

3. Access the Service via the GE Extranet. A web browser, an internet service provider and a user id/password (supplied by GE) is required. Such access shall be subject to the then-current GE Extranet Terms and Condition as provided on the GE Extranet site.

4. It remains the sole responsibility of Airline to conclusively identify and resolve aircraft and Engine faults or adverse trends and make all maintenance decisions affecting Airline aircraft. GE and Airline agree that this allocation of responsibility is reflected in the price of the Service.

B. Airline acknowledges that the Services performed hereunder may be conducted by GE affiliates outside of the U.S., and there is no prohibition on GE’s export of Airline data for such purposes.

3. WARRANTY

A. GE warrants to Airline that technical information and/or data furnished pursuant to the Diagnostics Services shall conform, as of the time and date of delivery, to the information provided by Airline and used by GE. If any technical information and/or data furnished by GE hereunder does not meet this requirement and Airline so notifies GE within the time of performance hereunder, GE shall correct the discrepancy, at its cost, by providing corrected data. The above limited warranty does not extend to data received but not reviewed by GE.

B. It is understood that any information provided to Airline by GE for use in trending, performance analysis, troubleshooting, and managing operations is advisory only. Information contained in or generated by the Service represents an estimate based upon generally available fleet data or variable data furnished by Airline.

C. THE FOREGOING DIAGNOSTICS SERVICE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.)

4. ASSIGNMENT

Airline shall be permitted with GE’s consent (not to be unreasonably withheld) to authorize a third party service provider to have access to [*****] for the sole purpose of managing the use of the Diagnostics system with regard to Airline’s Engines on behalf of Airline, provided that, Airline and the third party service provider execute a Notice of Authorization and Agreement in a form to be provided by GE upon Airline’s request, providing (1) written

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

C-30

GENERAL TERMS AGREEMENT NO. GE-1-1364335901

notice to GE of such authorization, and (2) the third party service provider’s agreement in writing to accept the terms and conditions of this Agreement as the third party service provider was the Airline hereunder. System access by a third party provider pursuant to such authorization shall be limited to the features for data entry, plotting and configuration updates. In no event shall such third parties have access to other features of the system, including without limitation, real-time viewing, root-cause analysis, customized reporting or alarm configurations. In no event shall any such authorization by Airline and agreement by the third party service provider increase, duplicate or expand GE’s obligations, liability or any available remedies hereunder.

C-31

EX-10.6

Exhibit 10.6

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 the Securities and Exchange Commission.

OnPoint^sm 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 remain open until September 25, 2009 and will expire if not signed by all Parties on or before that date.

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

Azul Agreement # 1-1373256434	September 25, 2009	- 1 -
Proprietary Information Subject to Restrictions on Cover Page

CONFIDENTIAL TREATMENT REQUESTED

TABLE OF CONTENTS
TABLE OF CONTENTS	2
ARTICLE 1 – DEFINITIONS	3
ARTICLE 2 – TERM/ENGINES/SERVICES	3
ARTICLE 3 – RATE PER EFH SERVICES	3
ARTICLE 4 – SUPPLEMENTAL WORK	6
ARTICLE 5 – PRICING	7
ARTICLE 6 – INVOICING AND PAYMENT	8
ARTICLE 7 – FLEET MANAGEMENT	10
ARTICLE 8 – WARRANTY	12
ARTICLE 9 – DELIVERY/REDELIVERY	13
ARTICLE 10 – ADDITION OF ENGINES	14
ARTICLE 11 – REMOVAL OF ENGINES	14
ARTICLE 12 – TERMINATION	15
ARTICLE 13 – REPRESENTATIONS	16
ARTICLE 14 – GENERAL TERMS AND CONDITIONS	17
EXHIBIT A: DEFINITIONS	18
EXHIBIT B: ENGINES COVERED	20
EXHIBIT C: RATE ADJUSTMENT	22
EXHIBIT D: PRICE ADJUSTMENT MATRIX	23
EXHIBIT E: SUPPLEMENTAL WORK PRICING	24
EXHIBIT F: SUPPLEMENTAL WORK PRICING – ANNUAL ADJUSTMENT	25
EXHIBIT G: SUPPLEMENTAL WORK PRICING – FIXED PRICE LABOR SCHEDULE-	26
EXHIBIT H: SUPPLEMENTAL ON-WING SUPPORT	26
EXHIBIT H: SUPPLEMENTAL ON-WING SUPPORT	27
EXHIBIT I: LINE REPLACEABLE UNITS	29
EXHIBIT J: GENERAL TERMS AND CONDITIONS	30
EXHIBIT K: WARRANTY AND GUARANTY ASSIGNMENT LETTER	35
EXHIBIT L: [*****] DISTRIBUTION SCHEDULE	36
EXHIBIT M: OPTIONAL AIRCRAFT	37
EXHIBIT N: LEASED AIRCRAFT	39

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Azul Agreement # 1-1373256434	September 25, 2009	- 2 -
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CONFIDENTIAL TREATMENT REQUESTED

OnPoint^sm Solutions Engine Services Agreement

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”).

ARTICLE 1 – DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined have the meaning set forth in Exhibit A.

ARTICLE 2 – TERM/ENGINES/SERVICES

2.1 Term. Each Party’s obligation to perform will commence upon September 25 2009 (the “Commencement Date”) and such obligation will continue, unless sooner terminated, for a period of [*****] per engine for the current leased fleet listed in Exhibit B and [*****] per engine for the owned fleet. from date of Engine delivery to customer, or [*****], which ever occurs first (the “Term”) . Parties may renew or extend this Agreement upon mutual agreement prior to the end of the Initial Term.

2.2 Engines. The Engines covered by this Agreement are set forth on Exhibit B. During the term of this Agreement. GE shall [*****] of both Rate Per EFH and Supplemental Work Services for the Engines.

2.3 Services Provided. GE will provide Services to restore Engines to Serviceable condition in accordance with the Repair Specification, the Workscope and the terms of this Agreement.

2.4 Eligibility. New Engines are eligible for Rate Per EFH Services and Supplemental Work Services on the date of their delivery. Any Used Engines covered under this Agreement are eligible for Supplemental Services as of the Commencement Date and are eligible for Rate Per EFH Services either as of the date of the completion of a Qualifying Shop Visit (“QSV”) or, if GE has determined that a QSV is not necessary. as of the Commencement Date.

ARTICLE 3 – RATE PER EFH SERVICES

3.1 Covered Services. GE will provide the following Services (the “Rate Per EFH Services”) at a shop visit on a Rate Per EFH basis:

a. Provide, either at a Repair Station. an approved subcontractor, or such other location as agreed by Customer and GE, all labor, materials and parts necessary to return an Engine to a Serviceable condition, in accordance with the Workscope and minimum build specifications. including Engine test and boroscope when required.

b. Remove. inspect and reinstall, if Serviceable, [*****].

c. Recommend. as appropriate, the replacement of a Delivered Engine with a Serviceable replacement Engine of like configuration and condition. If Customer agrees to such replacement, title to the removed Engine will vest with GE and title to the replacement Engine will vest with Customer, provided the terms of such replacement comply with any aircraft lease applicable to such replaced Engine. Customer will make its best commercial efforts to facilitate such title passage.

d. Inspect, repair and replace [*****].

e. Repair GE [*****] identified in Exhibit I received with an Engine for a Rate Per EFH Shop Visit and which were installed on the Engine when it was removed from the aircraft for Services, as evidenced by records provided in accordance with Article 9.

f. Comply with Airworthiness Directives (“AD”) that are published as of the Commencement Date and ADs and [*****] that are required to be incorporated during the term of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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g. Provide all labor, materials and parts necessary to return Engine to a Serviceable condition when an Engine or module requires Services for, or as a result of, [*****], to a maximum amount for each Engine of the [*****] of any insurance deductible covering such [*****] event or [*****].

h. Services necessary on an Engine when [*****] is determined to be the sole cause of an event.

i. If an Engine is determined by GE to be BER, then such Engine shall either:

(i) be removed from the Agreement at the request of Customer pursuant to the terms of Article 11 hereof or

(ii) be replaced by GE with an engine of equivalent age and/or with equivalent hours and cycles to the BER engine. In the later case, if the BER Engine was eligible to receive Services under Article 3 except for meeting the definition of BER condition, then the replacement engine shall be provided [*****] by GE; if the BER Engine was not eligible to receive Services under Article 3 hereof, then Customer shall pay the fair market value of such replacement engine.

j. GE will provide inventory control for all Customer owned parts and material secured in a segregated area within the DRS facility. GE will provide inventory reports including usage and activity reports in an electronic format on a reasonable mutually agreed basis describing the contents and status of the Customer owned parts inventory.

3.2 Rate Per EFH Shop Visit. Engines that require maintenance or repair that cannot be performed on-wing (as determined by Customer and GE’s Customer Program Manager or delegate), will be eligible for a shop visit at which GE will provide Rate Per EFH Services (a “ Rate Per EFH Shop Visit”) if the shop visit is necessary to:

a. After troubleshooting by Customer in accordance with the Aircraft Maintenance Manual (AMM) and/or Fault Isolation Manual (FIM), correct a known deficiency or performance deterioration which has created an Unserviceable condition;

b. Comply with an AD if such AD mandates compliance prior to the next scheduled shop visit per the Removal Schedule; or

c. Install [*****] (unless [*****] at the last shop visit prior to the Commencement Date did not conform to the minimum build requirement in the Repair Specification).

d. On wing and onsite repairs to avoid engine removals or engine shop visit are [*****] in the Rate per EFH as further outlined in [*****].

e. Customer will implement an engine stagger program [*****] and time on wing due to several airplanes/engines with the same (or close to) time since new. All engines effected in a Stagger program are [*****] in the Rate Per EFH Shop Visit

3.3 Transportation. GE [*****] of roundtrip transportation to and from [*****] to the Designated Repair Station for each Rate Per EFH Shop Visit or Supplemental Work Services.

3.3.1 Delivery and Redelivery - From the Commencement Date through December 31, 2012, Delivery and Redelivery shall be as follows:

a. Delivery. The Engine shall be Delivered by the Customer together with all applicable records and required data [*****] International Chamber of Commerce, [*****], at the [*****], whereby Customer fulfills the obligations of seller and GE fulfills the obligations of buyer. Delivery shall occur at [*****] when the Engine is loaded for transport for delivery to GE’s Designated Repair Station. All transportation costs, including licenses, and risk of loss from the moment of [*****] at [*****] throughout the transportation of the Engine to GE’s Designates Repair Station will be [*****] Until Redelivery, GE shall keep an insurance coverage against loss of or damage to the Engines and other components while Engines are in its care (or its contracted transportation agent’s), custody and control in an amount equal to or greater than the full replacement cost of such Engines.

b. Redelivery. After completion of Services. GE shall Redeliver the Engine to the Customer, [*****], International Chamber of Commerce. [*****], at [*****] or to a different location to be mutually agreed by the Parties

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

provided that [*****] will not be greater compared to [*****] and if advised by Customer, in writing, by email with at least (7) days prior to scheduled shipment date; whereby Customer fulfills the obligations of buyer and GE fulfills the obligations of seller.=.

3.3.2 Alternate Delivery and Redelivery – As soon as practicable thereafter GE Celma becomes the Designated Repair Station in accordance with the terms of Section 7.5 hereof, but in no event later than December 31, 2012, Delivery and Redelivery shall be as follows:

a. Delivery. The Engine shall be Delivered by Customer together with all applicable records and required data Delivered [*****] International Chamber of Commerce, lncoterms 2000, being made available at [*****] whereby Customer fulfills the obligations of seller and GE fulfills the obligations of buyer.

b. Redelivery. After completion of Services, GE shall Redeliver the Engine with legally required certifications, [*****], International Chamber of Commerce, [*****], at [*****], whereby Customer fulfills the obligations of buyer and GE fulfills the obligations of seller.

In the event that an Engine (s) need to be serviced at GE Strother after December 31, 2012, the Delivery Terms of 3.3.1 apply; provided that Customer’s financial obligation will not be greater of Delivery terms set forth in Section 3.3.2 hereof.

For the avoidance of any doubt, after December 31, 2012, all transportation costs, including transportation taxes, import and export fees. licenses, fees and risk of loss from [*****] until the Engine is returned [*****] to Customer will be [*****]. GE shall keep an insurance coverage against loss of or damage to the Engines and other components while Engines are in its care (or its contracted transportation agent’s), custody and control in an amount equal to or greater than the full replacement cost of such Engines.

3.3.3 Completion of Services. After completion of Services, GE will Redeliver the Engine to Customer. In the event Redelivery of an Engine cannot occur due to any act or failure to act of Customer, GE may place such Engine into storage. In such event, GE will notify Customer of such storage, GE’s Redelivery obligations will be deemed fulfilled, all risk of loss or damage to the Equipment will thereupon pass to Customer, and any amounts payable to GE upon Redelivery will be payable upon presentation of GE’s invoice. Customer will reimburse GE for all expenses incurred by GE. such as, but not limited to, preparation for and placement into storage, handling, inspections, preservation and insurance of the Equipment. Upon payment of all amounts due hereunder, GE will assist and cooperate with Customer in the removal of Equipment placed in storage.

3.4 Diagnostics. GE will provide comprehensive diagnostics services to identify and diagnose trend shifts as follows:

a) Engine condition data will be automatically processed [*****] 24 hours, 7 days a week (“24x7”) when received at the designated GE facility. GE will be responsible for operating and maintaining the [*****] and the necessary facilities.

b) [*****] for Engine condition monitoring trend shift observation, including engineering review, analysis, and recommendations will be provided to Customer, as required on a 24x7 basis;

c) Access to [*****] for [*****] support and consultation as required on a 24 x 7 basis.

d) Periodic teleconference to review reports and program status.

e) Weekly engine health trend summary and analysis reports.

f) Monthly engine thrust derate report.

g) If desired by Customer, access to web-based tools for reviewing Engine condition data and assessing Engine health.

h) 24x7 automated processing of Engine exceedance data with automated exceedance notification via e-mail to Customer.

i) 24x7 notification and recommendation to Customer regarding Engine exceedances impacting next aircraft dispatch.

j) 24x7 automated processing of aircraft and Engine fault data with automated fault notification via e-mail to Customer.

k) 24x7 notification and recommendation to Customer regarding Engine faults impacting next aircraft dispatch.

l) Daily aircraft and Engine fault summary reports (7 days a week) with analysis of Engine faults.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

Any information provided to Customer by GE for use in troubleshooting and managing operations is advisory only. GE is not responsible for line maintenance or other actions resulting from such advice. Customer is responsible for identifying and resolving any aircraft or Engine faults or adverse trends.

3.5 On Wing Support. GE On-Wing Support, Inc. (“OWS”) will provide scheduled, unscheduled, line or hospital shop maintenance Services which are not otherwise considered to be Rate Per EFH Services, up to a maximum of [*****] hours per year during the first contract year of the Agreement and each year thereafter. Customer may carry over a maximum of [*****] of the unused hours from any one year however, the carry-over amount is [*****]. Therefore the maximum number of hours is [*****] in any given contract year following the first contract year. Every [*****] accrued in non-labor related expenses (e.g., travel time, shipping, materials, etc.) will be equivalent to one OWS hour. Any OWS Services provided in excess of the hours described above will be invoiced as Supplemental Work as per exhibit ‘H’.

3.6 All services will be performed in accordance with (1) AAA regulations, (2) OEM overhaul and repair manuals, (3) Azul Engine Maintenance Program, and such other particular condition as may be expressly mutually agreed to in writing by the Customer Azul and GE.

3.7 Turn Time Guarantee (“TAT Guarantee”). GE guarantees a [*****] Turn Around Time for shop visits at Strother and [*****] for shop visits to be performed at GE Celma (reducing to [*****] for the second, [*****] for the third year, and [*****] thereafter) as follows for the repair of Engines to a Performance Restoration Workscope in accordance with the terms herein. Turn time shall commence upon: [*****]. Turn Around Time shall end when the Engine is ready for Redelivery (as defined herein and evidenced solely by GE’s placement of the 8130 Tag, or equivalent governing agency compliance tag, on such Engine) and picked up from the Designated repair Station by GE’s or its contracted agent for shipment to Customer’s facility. GE shall add [*****] days to the Turn Around Time for Engines received with full [*****] attached. Changes to the Workscope may alter the committed Turn Around Time, which shall be mutually agreed upon at the time the changes are made. In the event of an Interruption of Service, then the guaranteed Turn Around Time shall be extended by the period of such delay. For purposes of this Article 3.7 only, “Interruption of Service” shall mean an interruption in the Servicing of the Engine due to: (a) circumstances described in Exhibit J, Article 2.0, “Excusable Delay”; (b) Customer’s failure to timely provide GE with information, records or parts to enable GE to proceed with the timely processing of the Engine: or (c) the Engine is delivered to GE with missing parts, and Customer or GE cannot immediately supply replacement parts for such missing parts. Such TAT guarantee shall be contingent upon GE’s use of Ratable Parts.

For the purpose of this Section 3.7, TAT shall be calculated on a 12 month rolling average basis.

If the TAT is greater than what had been stated above, the DRS shall develop a mutually agreeable action plan with the Customer and will implement such action plan as soon as practicable thereafter.

3.8 EGT Margin Guarantee - GE guarantees a [*****] EGTM as follows for the repair of Engines to a Performance Restoration workscope. Should the Performance Restoration workscope EGTM be [*****], Customer and GE will review the performance, inspection and workscope records to evaluate potential causes for the recorded EGTM. Customer and GE will mutually agree on follow up actions to remedy the condition including the option of reinducting the Engine into the shop for EGT margin correction. For the purpose of this Clause EGTM shall mean Exhaust Gas Temperature Margin (“EGTM”). GE further guarantees that during the first [*****] of an engine following a Performance restoration, the maximum stabilized EGT will not exceed the certified Limit. The certified limit is exceeded lf the engine will not achieve takeoff thrust without exceeding the certified limit for EGT

ARTICLE 4 – SUPPLEMENTAL WORK

4.1 Supplemental Work. Supplemental Work will include, but will not be limited to:

a. Any and all Services not covered under Article 3 as Rate Per EFH Services;

b. Any Services provided on Engines not eligible for Rate Per EFH Services;

c. Services required as a result of:

(i) An Aircraft Accident or Aircraft Incident;

(ii) An act of God, military action or terrorist activity;

(iii) Improper or negligent installation, operation, removal or maintenance of Customer’s Engine not in conformance with OEM manuals and experimental test applied to the Engine, unless performed by GE;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(iv) The use of a non-GE [*****], part or repair;

(v) Damage caused by transport of an Engine by unapproved method unless done so by GE or GE’s contractor;

(vi) Removal and replacement of all non-GE parts;

(vii) [*****] above and beyond what is covered in Article 3;

(viii) The incorporation of [*****] not covered in Article 3;

(ix) Engine [*****] programs or [*****] to another [*****]

(x) Lease return conditions or sale of the Engine;

(xi) Repair or replacement of [*****] components; or

(xii) Replacement of [*****]

d. Repair and maintenance services for Engine transportation stands and containers during shop visits; and

e. Services provided at a shop visit for which Customer Delivered an Engine for Services against the advice and consent of GE’s Customer Program Manager or delegate unless it is determined after Delivery of the Engine that such shop visit does qualify as a Rate Per EFH Shop Visit under Article 3.2.

f. In the event an Engine is delivered to GE for Supplemental Work Shop Visit, which includes Full Performance Restoration, GE will provide such shop visit services in accordance with the Rate per EFH Services, and any over and above (supplemental) charges will be invoiced accordingly as agreed to by the Parties at Workscope determination.

ARTICLE 5 – PRICING

5.1 Rate Per EFH Pricing. Unless otherwise stated, all rates and prices are in 2009 US Dollars. Rate Per EFH Services will be performed by GE at the Rate Per EFH as follows.

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

Popular rate

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

Restored rate

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

[*****

]

The above [*****] incurred starting on May 1^st 2009. The above [*****] is applicable to all EFH incurred since new.

• Total [*****] Rate includes [*****]

• Total [*****] includes [*****]

5.2 Rate Per EFH Operating Parameters. The Rate Per EFH is predicated on the following parameters:

Engines:	Utilization:	EFH/EFC Ratio:	[*****]	Altitude Adjusted
				Ambient Temp:
Type: CF34-10E7	[*****] Average	[*****] hrs / 1 cycle	[*****] at a thrust
Qty: [*****] installed and [*****] spare Delivered in accordance with the Delivery Schedule set forth on Exhibits B, M and N [*****] Minimum Build = [*****]	EFH Per Year		rating of [*****] lbs.	[*****]

5.3 Rate Per EFH Adjustment.

a. Escalation. This rate shall adjust on an annual basis in accordance with the escalation formula set forth on Exhibit C.

b. Severity. The Rate Per EFH will be adjusted when there is a deviation from the parameters in Article 5.2 per the Price Adjustment Matrix. Customer will provide information regarding the above parameters on a monthly basis and in a mutually agreed upon format in accordance with Article 6.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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5.4 Supplemental Pricing. Supplemental Work Services will be performed by GE in accordance with pricing provisions set forth on Exhibit E. This rate shall adjust on an annual basis in accordance with the escalation formula set forth on Exhibit F.

5.5 [*****]. GE shall make available to Customer a maximum of [*****] of [*****]. These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] for [*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. For [*****], at the earlier of, end of the [*****] aircraft lease term or as of the date Customer returns aircraft to the lessor, Customer shall return such engine thrust levels to the [*****]. Such [*****] amounts are [*****] and are [*****] for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

The remaining issued [*****] may only be [*****] by Customer towards (i) the purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only) agreement between Customer and GE for the maintenance or repair of Customer’s Engines, up to a maximum of [*****] of the invoice amount; (ii) up to a maximum of [*****] of the amount due under any Supplemental Work invoice issued under an OnPoint Solutions Rate Per EFH Agreement covering the Engines; or (iii) the purchase of up to [*****] CF34-10E7 spare engines up to a maximum of [*****] of [*****] may be used for each spare engine and will be available on the issuance dates identified in Exhibit L.

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over [*****]; however, [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

If an Engine is removed from the Agreement and has not incurred sufficient EFH to meet the Contracted Hours for that Engine. any remaining [*****] to be issued shall be reduced and, within thirty (30) Days of such Engine’s removal, Customer [*****] on a pro-rata basis based on EFH incurred and for which GE has received all Rate Per EFH Payments under this Agreement. By way of example only, if an Engine being removed has incurred and GE has received all Rate Per EFH Payments for [*****] and the total Contracted Hours for this Engine are [*****], then Customer shall [*****] such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement. If GE has not received any Rate Per EFH Payments on the removed Engine, Customer shall [*****] allocated and [*****] such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement.

In the event of termination of this Agreement due to any reason other than the material breach by GE, such [*****] will be cancelled and [*****] issued and applied as of the time of termination shall be [*****] to GE by Customer within thirty (30) Days of termination of this Agreement.

ARTICLE 6 – INVOICING AND PAYMENT

6.1 Rate Per EFH Payments.

Monthly Billing: [*****] of each month, Customer will provide to GE the Time Since New and Cycles Since New Hours by Engine serial number. Concurrently, GE and/or the Customer will provide to the other Party data on the average derate for each Engine in the previous month. Using this data. and the data provided by the Customer in the preceding [*****], GE will determine the average flight leg, annualized utilization. derate and Altitude Adjusted Ambient Temperature parameters for the previous quarter for each Engine. The Current escalated [*****] for each Engine will be adjusted in accordance with the Price Adjustment Matrix based on these parameters. This rate, [*****], will be provided to the Customer in the monthly invoice no later than the [*****] the month. For the sake of clarity, the first EFH invoice will consist of all hours back to the commencement date. Customer will make payment within [*****].

[*****] Customer will remit to GE, prior to Redelivery of each Engine, an amount [*****] by that Engine since delivery from manufacturer of the aircraft in which such Engine was originally installed

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(for a new installed Engine), or since delivery from manufacturer (for a new spare Engine), or since the last Rate Per EFH Shop Visit for that Engine, whichever occurred last, multiplied by the Current adjusted and escalated [*****]. In the event that Customer causes such payment to be made on its behalf by a third party, and such third party fails to pay some or all of the payment due to GE, then Customer will make the payment, in whole or in part, to make up the amount not paid. In the event that such payment is not paid in full, GE is not obligated to perform its obligations under this Agreement with respect to such Engine.

6.2 EFH Minimum.

The monthly average EFH minimum is the lowest point on the Price Adjustment Matrix.

a. [*****]: GE will compare the actual total EFH reported for each Engine during each calendar [*****] with the monthly minimum multiplied by [*****] If the reported actual EFH is less than the EFH minimum, GE will render an invoice and Customer will pay GE the difference times the applicable adjusted and escalated [*****]. Payment will be made within [*****] from the date of the invoice.

b. [*****]: At the time of an Engine’s Rate Per EFH Shop Visit, GE will compare the actual total EFH reported for such Engine since new or since the last Rate Per EFH Shop Visit with the required EFH minimum. If the reported actual EFH for such Engine is less than the cumulative EFH minimum accrued during such period, then GE will render an invoice and Customer will pay GE the difference times the applicable Current adjusted and escalated [*****].

c. Engine Removal: In the event of an Engine’s removal from this Agreement, or upon termination of this Agreement if an Engine has not had a Rate Per EFH Shop Visit, GE will compare the actual total EFH reported for such Engine since new or since the last Rate Per EFH Shop Visit with the required minimum EFH. If the reported actual EFH is less than the EFH minimum, GE will render an invoice and Customer will pay GE the difference times the applicable adjusted and escalated [*****] Rate. Payment will be made within [*****] from the date of the invoice.

d. If [*****] or more of Customer’s engine fleet fail to meet EFH minimum during any [*****] consecutive [*****] throughout the term of the Agreement, GE will render an invoice for all installed Engines which did not meet such EFH minimum, and Customer will pay GE the difference times the applicable adjusted and escalated [*****]. Payment will be made within [*****] from the date of the invoice. Any [*****] paid by the Customer under this clause will be credited back to the Customer at the time of a Performance Restoration Shop Visit.

e. For the sake of clarification, [*****] should not be considered for the EFH minimum calculation, unless it is installed in the Aircraft and, at this moment, the [*****] EFH will account for the installed [*****] that it has replaced.

6.3 Supplemental Work Payments.

a. Initial Invoice: Upon completion of Supplemental Work Services, GE will issue an initial invoice for the Services which Customer will pay within [*****] of the date of invoice. All invoices shall be payable by Customer [*****] in satisfaction of GE’s performance of Supplemental Work Services.

b. Final Invoice: Following Redelivery, GE will issue a final invoice for Supplemental Work Services based on actual charges to complete the Services, including any credits due Customer. Such invoice will be reconciled with the initial invoice and Customer’s payment. Customer will pay the final invoice within [*****] of the date of the invoice. All invoices shall be payable by Customer [*****] in satisfaction of GE’s performance of Supplemental Work Services.

6.4 Late Payment Remedies. Should Customer fail to make any payment when due, GE may [*****], compounded daily on any unpaid balance commencing on the next Day after the payment due date until such time as the payment plus the late payment charges are received by GE in full. Payments will be applied to any late payment fees then to the oldest outstanding amounts in order of succession. If Customer fails to make any payment, which is not the subject of a good faith dispute, when due, and does not cure such failure within [*****] of such due date, GE may terminate or suspend performance of all or any portion of this Agreement. In the event Customer’s account becomes delinquent or Customer’s credit status negatively changes, different terms of payment or other commercially acceptable assurances of payment may be applied.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.5 Payment. Considering that the use and/or installation of equipment and spare parts imported from the United States of America account for a significant portion of the Services and that GE Celma shall be responsible for performing the Services by it self or through other DRS throughout the term of the Agreement to restore Engines to Serviceable condition in accordance with the Repair Specification, the Workscope and the terms of this Agreement. all invoices and payments under this Agreement shall be made in Brazilian Reais in an amount equivalent to the USA Dollars values referenced hereunder, as determined by using the average buy rate for the United States Dollar as published by the Central Bank of Brazil through SISBACEN, PTAX-800, option 5, as of the date of payment by Customer under the terms of this Agreement. Payment shall be made [*****] by Customer to the bank account and address designated below:

GE Celma ltda

[*****]

[*****]

[*****]

CNPJ: 33.435.231/0001-87

ARTICLE 7 – FLEET MANAGEMENT

7.1 Program Manager. GE will assign Customer Program Manager who will be the point of contact for Customer with respect to Services and who will:

a. Draft a Procedures Manual and submit it to the Customer for mutual approval; The Procedures Manual will define standard or routine operating procedures used during daily execution of this Agreement such as shipping and delivery instructions, routine communications, AOG procedures, technical performance reviews, Engine technical documentation standards, Engine and Parts configuration control and [*****] parts handling, and any other mutually agreed operating procedures. In the event of a conflict between the Procedures Manual and this Agreement. then this Agreement shall take precedence over the Procedures Manual.

b. Work with the Customer, on a monthly basis, to develop a Removal Schedule and a shipment schedule which will identify by serial number the Engine(s) to be removed and shipped during the following [*****] month period, the anticipated reason for removal of each, and the schedule for Delivery.

c. Work with the Customer to develop a Repair Specification which is consistent with the GE Workscope Planning Guide. Customization beyond the recommendations in the Workscope Planning Guide can be addressed but may result in an adjustment in the pricing set forth in Article 5. Any subsequent changes or amendments to the Repair Specification will be mutually agreed by the Parties and may result in an adjustment in the pricing set forth in Article 5.

d. Work with Customer in developing as required Supplemental Workscope requirements.

e. Managing and overseeing GE’s relationship with Customer with respect to this Agreement

f. Take care of all issues related to Customer’s account as its single point of communications. In the event of absence of the assigned Customer Program Manager, GE will designate an acting program manager who will be knowledgeable in all Customer related Issues in order to oversee all work requirements.

g. To be the focal point to ensure that GE fulfils its obligation to Customer under this Agreement.

h. Customer and GE will hold meetings on a quarterly basis, or such other time frame as may be mutually agreed to by the Parties, at a location to be determined by the Parties to review any issues concerning this Agreement.

i. Each Party shall ensure that all such meetings are attended by its appropriate representatives in order to facilitate discussion of each of the items listed above

7.2 Workscope. Prior to Induction. GE will prepare a Workscope in accordance with GE Workscope Planning II Guide, Repair Manual and Repair specification , Customer’s Aircraft/Engine Maintenance Program, Customer’s General Maintenance Manual and provide it to Customer for approval. Workscope shall incorporate the [*****] minimum build specification requirement of [*****] remaining before a next shop visit.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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7.3 Records. The GE record system will include documentation of all Services performed, Rework operations required and disposition of all Parts replaced. GE agrees to keep all records herein described in form and detail sufficient for accurate and expeditious administration of this Agreement and shall furnish Customer with the following records and reports, as applicable for each Shop Visit, upon the release of any Engine, Module or other Component to Customer (unless otherwise specified):

• FAA Form 8130-3 Airworthiness Approval Tag and ANAC equivalent (Segvoo 003)

• FAA Form 337 Major Repair and Alteration and ANAC equivalent (Segvoo 001).

• FAA Airworthiness Directives Compliance Status Report,

• Engine Life Limited Parts status,

• Engine Modules Serial Number, Time and Cycles Since New / Overhaul,

• Service Bulletin / Modification Incorporation Report,

• List of Installed Accessories and Components including Times and Cycles (as required),

• FAA Form 8130-3 or Segvoo 003 for each accessory / wiring harness repaired / modified / bench tested,

• Engine Test Log,

• Incoming Inspection report

• Shop findings report

• List of Engine Parts On / Off log (as required),,

• Confirmation of engine long term preservation,

• Open item list,

• Life of all Life Limited Parts and/or time tracking Parts, i.e. list of hours and cycles (TSN, CSN, TSLSV, CSLSV, TSO, CSO), and

• Powerplant Inventory Checklist

• As required, accident and damage reports, including pictures and laboratory investigation results, will be issued by GE

7.3 Line Maintenance. Customer will provide all line maintenance and repair and line station support, consistent with Customer’s historical maintenance practices and OEM recommendations.

7.4 Monitoring Equipment. Customer will provide an automated method to transfer operational and maintenance data to GE for the monitoring and diagnosis of Engine condition. If the aircraft is equipped with air-to-ground equipment such as AGARS. the Customer will forward the data directly to the GE SITA/ARINC address. If air-ground equipment is not available, GE will work with Customer to establish an alternate electronic means of providing this data.

7.5 Designated Repair Station. The Designated Repair Station (“DRS”) will be Strother until December 31, 2012 GE will make reasonable efforts to place full overhaul capability into the Celma, Brazil shop for CF34-10E engines. Based on volume of demand for CF34-10E engine overhauls in Latin America, GE estimates capability to be achieved in the 2012/2013 timeframe. GE will make reasonable efforts to have a similar level of overhaul capability on the CF34-10E engine as it does on other product lines that are serviced at the Celma, Brazil shop. GE may change the DRS upon Customer’s consent, which shall not be unreasonably withheld or delayed provided such facility is properly certified and rated by the Approved Aviation Authority to perform the required services as required by the mutually approved workscope between Azul and GE and in accordance with the terms of the Agreement. GE may provide Services at a location other than a Repair Station including performance of repairs on-wing or on-site provided GE has obtained Azul’s prior written consent to perform such services at a location other than the DRS. If GE changes the DRS, Customer’s financial obligations, including related taxes, fees, import and customs duties (if any) under this Agreement will be no greater than if Services were performed at the initial DRS or Celma after December 31, 2012. If GE Celma is not operational by December 31st, 2012, GE and Customer will work on a mutual beneficial plan to resolve such delay in order to keep Customer’s financial obligations under this Agreement no greater than if Services were to be performed at GE Celma as of December 31, 2012.

7.6 Subcontracting. All Services performed under the Agreement will be performed by GE or its designated subcontractors at maintenance and repair facilities that are properly licensed, rated, certified by the AAA to perform the Services. GE will obtain Customer’s consent, pursuant to its General Maintenance Manual requirements, which shall not be unreasonably withheld or delayed, prior to subcontracting Services on an entire Engine assembly. However, GE shall not be required to obtain Customer’s consent to subcontract Services on individual components of an Engine. If GE does subcontract Services, the Customer obligations under this Agreement will be no greater than if such Services were performed at the DRS. Customer will, at its sole expense, have the right to review GE’s quality system audit report(s) for such subcontractor(s). Subcontracting of any Services will not relieve GE of its performance obligations set forth in this Agreement. GE shall remain responsible for any subcontractor’s performance thereof.

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7.7 Parts Replacement Procedures.

a. Missing Parts. Upon Delivery, GE will notify Customer of any (A) components or LRU’s missing from Engines. GE will replace such missing items at Customer’s expense as Supplemental Work, unless Customer notifies GE in writing within a reasonable period of time of receiving GE’s notice that Customer wishes to furnish such missing items within a period of time specified by GE.

b. Parts Replacement. GE will determine which parts are required to perform the Services and will provide all parts and materials (new or used Serviceable, including use of Rotable Parts) required to accomplish the Services. Each used Serviceable part will be a GE part of a similar age, value and utility to the removed Part. GE may issue compatible parts from GE’s Rotable Parts inventory to replace Customer’s parts requiring Services. Customer agrees to accept compatible Rotable Parts that are in compliance with the OEM Approved Repair Specification provided:

1. GE supplied replacement parts will be of equal or greater value and equal or latest configuration than that of the Part that is being replaced In order to maintain configuration and/or modification standard in accordance with the Customer’s General Maintenance Manual.

2. With respect to used, serviceable replacement parts, no incident/accident-related Parts from sources other than Customer shall be installed in any Engine.

3. Parties shall work to the best reasonable efforts to determine and identify LRU parts used from the pool, which have been removed multiple times in the previous 12 months. GE will work with Customer to determine the course of action for the LRU components identified with multiple removals.

c. Life Limited Parts. All replacement Life Limited Parts will have complete back to birth traceability. GE will provide Customer with information about the previous owners for each replacement Life Limited Part if so applicable and requested. No replacement Life Limited Parts will be incident/accident-related, as evidenced by GE to Customer in accordance with the Customer’s General Maintenance Manual.

d. GE will replace, as Supplemental Work, any LLP that GE receives from Customer without the required records. Prior to replacing such LLP, GE will notify Customer of any missing (or incomplete) records and allow Customer two business days to acknowledge and forward such missing or incomplete records, or GE may immediately replace such LLP without additional notice.

e. Customer Furnished Equipment (“CFE”). For Supplemental Work only, upon GE’s prior approval on a case-by-case basis, Customer may supply parts to GE as CFE, if such parts are: (A) GE parts; (B) consistent with the approved Workscope; (C) provided with an AAA serviceability tag; and (D) ready for immediate use. Such CFE is subject to a material handling fee in accordance with Supplemental Work pricing in Exhibit E.

f. Title to Parts or Material. GE furnished parts and material incorporated into an Engine will be deemed to have been sold to Customer and title to such parts and material will pass to Customer upon incorporation into such Engine. Risk of loss or damage to such parts and material will pass to Customer upon Redelivery of the Engine. Title to and risk of loss of any parts removed from the Engine that are replaced by other parts (including Repairable parts) will pass to GE upon incorporation of replacement parts into the Engine.

g. Scrapped Parts. GE will dispose of all Scrapped Parts at its sole expense and without any further adjustment to Customer. For Supplemental work, Customer shall have final approval for determining if a part is BER.

7.8 Auditing. The appropriate aviation authorities and Customer’s representatives may at all reasonable times, audit the performance of Services. No such auditing shall constitute an acceptance of Services.

ARTICLE 8 – WARRANTY

8.1 Workmanship Warranties.

a. Services Warranty

Rate Per EFH and Supplemental Work Services performed shall be free from defects in workmanship. Defects in workmanship will be remedied through continued performance of Services under the Agreement for the balance of the term thereof.

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For Engines repaired and Redelivered within [*****] calendar months preceding expiration of this Agreement, if Customer claims a defect in workmanship within either [*****] calendar months or [*****] EFH following Redelivery, whichever comes first. and a) Customer provides written notice to GE of such defect within [*****] of its discovery, and b) Customer ships to GE the part or component which gives rise to the claim, or. in cases in which shipment is commercially impracticable, makes such part or component reasonably available to GE’s personnel, and c) GE reasonably establishes that Customer’s claim is correct, GE will provide the following:

(i) Repair or replacement of such defective workmanship using its own forces or subcontractor; provided that time spent by GE to correct defective workmanship shall not count towards workmanship guarantee period detailed in this Section 8. 1 or, upon prior written approval from GE, ii) pay Customer’s reasonable, direct costs for such repairs, but in no event shall such costs exceed GE’s internal costs of repair (For the avoidance of any doubt, Customer shall not be liable for expenses associated with the correction of defect in workmanship in accordance with the terms of this Section 8.1.) and iii) reimburse Customer for transportation expenses reasonably incurred and adequately documented by Customer in connection with the warranty claim. The warranty period for the repaired or replaced workmanship will be the remainder of the original warranty period.

b. Conditions and Limitations – Applicable to Services Warranty

Any warranty for Engines or parts, LRU’s, components and material thereof, including the design, material or engineering defects of a manufacturer, will be the warranty, if any, of the manufacturer of such Engines or parts, LRU’s, components or material thereof.

The foregoing will constitute the sole remedy of Customer and the sole liability of GE for defective workmanship relative to Customer’s Engines. The liability of GE connected with or resulting from the Services warranty will not in any case exceed the cost of correcting the defect as provided above, and, upon the expiration of the shortest period described therein, all such liability will terminate. In no event will GE be liable for any special, expectation, consequential, incidental, resultant, indirect, punitive or exemplary damages (including loss of use, loss of profit or loss of revenue in connection with the Engines).

THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE).

8.2 Assignment of Warranties. Customer will assign to GE all applicable Engine warranties and guarantees using the Warranty Assignment Letter attached as Exhibit K. Upon termination of the Agreement. any such remaining warranties will be reassigned to Customer.

8.3 Pre-existing Warranties. Customer will assure that any requested repair of an Engine, accessory or component that is covered under a third-party warranty that is not assigned to GE will be performed directly by that person at no expense to GE. Notwithstanding the above, GE may accept a purchase order for the time and material repair of a warranted item from Customer or the person giving the warranty.

ARTICLE 9 – DELIVERY/REDELIVERY

9.1 Delivery. All Engines to be serviced will be delivered by Customer to GE. Such Engines will be shipped to GE for restoration to a serviceable condition in accordance with Customer’s schedule and operational requirements and the agreed to Shipment Schedule. If Customer holds any Engines beyond the timing set forth by the Shipment Schedule, then GE, at its sole discretion, will send an invoice to Customer for the [*****] per Article 6.1 or elect to remove the Engine held by Customer in accordance with Article 11.1.1.

9.2 External Engine Configuration. Prior to the first shop visit under this Agreement, the Parties shall agree upon an external Engine configuration specification. Upon Delivery of each Engine, GE will notify Customer of any deviations from the configuration specification of Engines Delivered for Service, and GE and Customer will work to resolve the deviations.

9.3 Engine Documentation. Upon Delivery of each Engine, Customer will provide to GE the information and records set forth in the Procedures Manual. Customer’s failure to timely furnish the required information may delay Induction of the Engine for Service, may cause an Excusable Delay and may result in premature LLP replacement. Upon receipt of Engine at GE facility, GE will inspect the Engine and complete a receipt condition report. Such report will be forwarded to Customer within five (5) business days after of engine delivery to GE facility. Report shall include notification of any Accessories/Components, LRU found to be missing or damaged in transit.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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9.4 Packaging. Customer is responsible for all packaging, labeling and associated documentation of the Engine at Delivery, in accordance with the International Civil Aviation Organizations (ICAO) Technical Instructions for the Safe Transport of Dangerous Goods by Air, and if the Engine is to be transported over the United States of America, the US Department of Transport Regulations 48 CFR 171-180. If required by applicable law or regulations, Customer will further provide a material safety data sheet to GE at Delivery of the Engine indicating any substances contained within the Engine to be consigned. Customer will indemnify, defend and hold harmless GE from all or any claims, liabilities, damages, judgments, costs, penalties, fines and/or any punitive damages imposed, alleged, or assessed by any third party against GE and caused by and to the extent of Customer’s non-compliance with this Article 9.4.

9.5 Shipping Stands. Customer will provide and maintain all shipping stands, shipping containers, mounting adapters, inlet plugs and covers, required to package the Engine for Redelivery. GE will return each engine stand with the engine that it was originally delivered with. In no event, GE shall return an engine stand to Customer that is not owned by Customer, unless agreed to between the Parties.

9.6 Redelivery. After completion of Services. GE will prepare and package the Engine for Redelivery to Customer and provide a Services records package that complies with AAA regulations within five (5) business days of redelivery. Customer will accept redelivery at Customer’s facility defined in associated Work Order and complete a redelivery condition report. GE will advise Customer of the completion of Services and will arrange for transportation to Customer designated facility. Such notice will be given five (5) days prior to the scheduled ship date. GE shall comply with the reasonable instructions of Customer as to markings to be placed on invoices, bills of lading, packing lists, correspondence and shipping containers.

ARTICLE 10 – ADDITION OF ENGINES

10.1 Addition of Engines. Customer and GE may agree to amend Exhibit 8 to add Engines to the Agreement after the Commencement Date. For each added Engine, Customer will provide information, including, but not limited to, Engine serial number, aircraft tail number, previous operator, current owner, operating time and fight cycles since new and, if applicable, operating time and fight cycles since last shop visit, historic derate information and thrust rating to be used. Added Engines that have not undergone a shop visit will be eligible for Rate Per EFH Services and Supplemental Services on the date of their addition to the Agreement. Added Engines that have undergone a shop visit are eligible for Supplemental Services as of the date of their addition to the Agreement and are eligible for Rate Per EFH Services either as of the date of the completion of the QSV or, the date of their addition to the Agreement if no QSV is necessary. GE will determine if such QSV is required based on an evaluation of the operating parameters of the Engine and other technical considerations. Such QSV shall be invoiced on a Supplemental Work basis. Engines that have previously and exclusively been maintained off wing by GE or one of its repair stations pursuant to a maintenance or repair service agreement will not require a QSV.

10.2 Adjustment of Rate. GE will evaluate the effect of any Engine’s addition on the Rate Per EFH taking into consideration effects on the fleet size, age and condition of the Engines and other commercial considerations and may adjust the Rate Per EFH accordingly upon mutual agreement. The adjusted Rate Per EFH will be incorporated into the Agreement by way of amendment and Customer will pay the adjusted Rate Per EFH for all EFH incurred by all Engines from the date such added Engine enters the Agreement.

10.3 Adjustment of Rate for Optional Engines and Leased Engines (Exhibit M and N). The Parties agree that any Engines added by mutual agreement per the terms of Exhibits M and N will be incorporated into the Agreement by way of amendment and it shall comply with all terms and conditions set forth in Exhibits M and N and applicable terms and conditions of this Agreement.

ARTICLE 11 – REMOVAL OF ENGINES

11.1 Removal of Engines. Customer may remove Engines from this Agreement upon advance written notice, if Customer is no longer operating the Engines and is no longer responsible for maintenance of the Engines for the following reasons:

a. Bona fide sale or other bona fide transfer to an unaffiliated third party;

b. Return to the Lessor; or

c. If the Engine has been reasonably determined to be BER

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In all cases of Engine removal, GE and Customer must mutually agree on which Engine will be removed, unless Customer’s lessor dictates otherwise. Any Engine removal will be subject to reconciliation provisions set forth below.

11.1.1 GE may remove Engines from this Agreement in accordance with Article 9.1 hereof. In this case, Customer acceptance shall not be necessary.

11.2 Reconciliation:

1. If a removed Engine has not undergone a shop visit for Rate Per EFH Services, Customer will pay GE, an amount equal to [*****] of the [*****], as escalated and adjusted in accordance with the terms of this Agreement, for every EFH since such removed Engine has been covered by the Agreement. GE will retain all [*****] payments received up to the time of removal;

2. If a removed Engine has undergone at least one shop visit for Rate Per EFH Services, GE will calculate the total cumulative charges for all Rate Per EFH Services provided for such removed Engine as if such Services were provided on a Supplemental Work basis and the Supplemental Work pricing had applied (‘‘Supplemental Charges”). GE will then compare such Supplemental Charges to the [*****] payments received from the Customer for such removed Engine. If Supplemental Charges are greater than the [*****] payments received from the Customer for the removed Engine at the time of the Rate Per EFH Shop Visit less [*****], then GE will invoice Customer for the difference. On the other hand, if Supplemental Charges are lower than the [*****] payments received from the Customer for the removed Engine at the time of the Rate Per EFH Shop Visit, then GE will credit Customer for the difference. GE will also invoice Customer in an amount equal to [*****] of the [*****], as escalated in accordance with the terms of this Agreement, for the EFH incurred by such Engine since the last Rate Per EFH Shop Visit. Customer will pay the invoice within [*****] of receipt. GE will retain all [*****] payments received up to the time of removal.

GE agrees that if Customer removes an Engine from the Agreement due to the end of a leasing contract with a lessor, and if by that moment. Customer adds an Engine to the Agreement to compensate GE for the loss of a removed Engine, GE will evaluate the impact of the removal as well as the addition of new Engines, and will enter into good faith negotiation with Customer. in order to mitigate some of the reconciliation fees set forth in articles 11.2.a and 11.2.b above. If Parties does not reach an agreement after negotiating in good faith, Customer acknowledges and consents that reconciliation as per the terms of Section 11.2 (a) and (b) hereof shall apply to such removed Engines. GE will retain all [*****] payments received up to the time of removal.

11.3 Adjustment of Rate:

GE will evaluate the effect of any Engine’s removal on the Rate Per EFH taking into consideration effects on the fleet size, age and condition of the Engines and may adjust the Rate Per EFH accordingly upon mutual agreement. The adjusted Rate Per EFH will be incorporated into the Agreement by way of amendment and Customer will pay the adjusted Rate Per EFH for all EFH incurred by all Engines from the date of the Engine removal.

ARTICLE 12 – TERMINATION

12.1 Insolvency. Either Party may terminate or suspend performance of all or any portion of this Agreement if the other Party: (A) makes any agreement with any of other Party’s affiliated and/or related companies as creditors due to its inability to make timely payments of its debts; (B) enters into bankruptcy or liquidation, whether compulsory or voluntary; (C) becomes insolvent; or (D) becomes subject to the appointment of a receiver of the whole or material part of its assets. If such termination should occur, Customer will not be relieved of its payment obligation for Services rendered hereunder.

12.2 Material Provisions. Either Party may terminate this Agreement upon ninety {90) Days written notice to the other for failure to comply with any material provision of this Agreement, unless the failure will have been cured or the Party in breach has substantially effected all acts required to cure the failure prior to such ninety (90) Days.

12.3 Other Agreements. Customer’s material breach of this Agreement, if not cured hereunder, will. at GE’s option, be a material breach of all other agreements and contracts between Customer and GE. In such an event. GE may: (A) suspend performance under this Agreement, and any or all of the other agreements and contracts until a reasonable time after all defaults have been cured; (B) require Customer to [*****] Fleet terminate this Agreement and any or all other such agreements and contracts; and/or (D) pursue any other remedy with respect to this Agreement or the other agreements and contracts which the law permits.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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12.4 Maximum Removals. If the number of Engines decreases to less than [*****] of the highest number of Engines at any time during the term of this Agreement. GE may terminate this Agreement.

12.5 Payment for Services Performed. In the event of termination of this Agreement for any reason, Customer will pay GE, in addition to any other remedy allowable under this Agreement or applicable law, for all Services or work performed by GE up to the time of such termination under the applicable terms and prices of this Agreement including all costs, fees, and charges incurred by GE in providing support and material under this Agreement including lease engines. In addition, the terms of the reconciliation of Rate Per EFH Payments under the removal of Engines provisions of Article 11 will apply.

12.6 Work in Process, Redelivery of Customer’s Engines. Upon the termination or expiration of this Agreement, GE will complete all work in process in a diligent manner and Redeliver all Engines, parts and related documentation, provided that Customer (a) has paid in full all charges for all such Services and material, plus all costs, fees and penalties, incurred by GE in providing support. including any lease engines, and (b) has returned all lease engines provided under this Agreement.

12.7 Minimum EFH Utilization. If [*****] of installed engines is not meeting the monthly EFH minimum at any time during the term of this Agreement. GE may terminate the Agreement.

12.8 Termination due to Change in the Currency of Reference - If the use of US Dollars as the currency of reference for payments in Reais under this Agreement pursuant to Article 6.5 is changed due to a change on Brazilian law and or Brazilian regulations on the subject, the Parties shall work together in good faith to develop an alternative solution to this issue. If the Parties are unsuccessful in developing an alternative resolution, either party shall be entitled to cause the immediate termination of this Agreement upon a thirty (30) day prior written notice to the other party without paying any damages or indemnity to in connection with such termination.

ARTICLE 13 – REPRESENTATIONS

13.1 Customer represents to that it is a corporation, duly organized, validly existing and in good standing under the laws of Brazil. GE represents that it is a corporation, duly organized, validly existing and in good standing under the laws of State of Delaware.

13.2 Customer and GE each represent that the execution and delivery of this Agreement has been duly and validly authorized by all requisite action on their part. This Agreement has been duly executed and delivered on behalf of Customer and GE, and constitutes a legal, valid and binding obligation of Customer and GE enforceable in accordance with its terms.

13.3 Customer and GE each represent that they have had an opportunity to review this Agreement and consult with legal counsel prior to execution, and the final form of this Agreement is the result of good faith, arms length negotiations. Customer and GE each represent that this Agreement is fair and commercially reasonable, and is an ordinary maintenance agreement in their respective industries. Customer further represents that this Agreement is supported by mutual consideration and promises that benefits Customer even though GE may only be required to provide minimal Service during any given month. Similarly, GE represents that this Agreement is supported by mutual consideration and promises that benefits GE even though GE may be required to provide extensive Service during any given month.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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ARTICLE 14 – GENERAL TERMS AND CONDITIONS

The General Terms and Conditions are set forth on Exhibit J.

IN WITNESS WHEREOF, The parties hereto have executed this Agreement as of the day and the year first above written.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
By:	/s/ Douglas J. Izarra	By:	/s/ Gerald B. Lee
Printed Name:	Douglas J. Izarra	Printed Name:	Gerald B. Lee
Title:	General Manager – Latin America	Title:	Director
GE Celma Ltda.
By:	/s/ Marcelo Luiz da Silva Soares
Printed Name:	Marcelo Luiz da Silva Soares
Title:	CEO
By:	/s/ João Batista Guimaráes Moragas
Printed Name:	João Batista Guimaráes Moragas
Title:	CFO

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EXHIBIT A: DEFINITIONS

Capitalized terms used in the recitals and elsewhere in the Agreement but not otherwise defined in this Agreement will have the following meanings:

“Agreement”- This Rate Per EFH Engine Services Agreement, as the same may be amended or supplemented from time to time, including all its Exhibits.

“Aircraft Accident” - An occurrence caused by the operation of an aircraft in which any person suffers a fatal injury or serious injury as a result of being in or upon the aircraft or by direct contact with the aircraft or anything attached to the aircraft, or in which the aircraft receives substantial damage or a third party’s property is damaged in any way.

“Aircraft Incident” - An occurrence, other than an Aircraft Accident, caused by the operation of an aircraft that affects or could affect the safety of operations and that is investigated and reported.

“Airworthiness Directive” or “AD” - A document issued by the AAA having jurisdiction over the Engines, identifying an unsafe condition relating to such Engines and, as appropriate, prescribing inspections and the conditions and limitations, if any, under which the Engines may continue to operate.

“Approved Aviation Authority” or “AAA”- As applicable, the Federal Aviation Administration of the United States (‘‘FAA’’), the European Aviation Safety Authority (“EASA”), ANAC or, as identified by Customer and agreed in writing by GE, such other equivalent foreign aviation authority having jurisdiction over the performance of Services provided hereunder.

“Beyond Economic Repair” or “BER” - When the cost, calculated on a Supplemental Work basis, to restore an Engine to the requirements of the Repair Specification [*****] of the fair market value of a comparable Serviceable Engine.

“CLP” -The manufacturer’s Current catalog or manufacturer’s Current list price pertaining to a new Engine or part thereof.

“Current” - As of the time of the applicable Service or determination.

[*****]

“Day” - Calendar day unless expressly stated otherwise in writing. If performance is due on a recognized public holiday, performance will be postponed until the next business day.

“Delivery” – (i) For Engines serviced at GE Celma shop, the arrival of an Engine together with all applicable records and required data [*****], International Chamber of Commerce, Incoterms 2000, at [*****], whereby Customer fulfills the obligations of seller and GE fulfills the obligations of buyer; and (ii) For Engines serviced at any other Designated Repair Station, the arrival of an Engine together with all applicable records and required data [*****], International Chamber of Commerce, [*****], at the [*****], whereby Customer fulfills the obligations of seller and GE fulfills the obligations of buyer. “Deliver” will mean the act by which Customer accomplishes Delivery.

“Designated Repair Station” or “DRS” - The primary Repair Station designated by GE where GE performs Services on Engines.

“Dollars” or “$” - The lawful currency of the United States of America.

“Engine” - Each bare engine assembly or, as applicable, Engine module, which is the subject of this Agreement and identified in Exhibit B, [*****] as described in the engine manufacturer’s specification manuals.

“Engine Flight Hour” or “EFH” - Engine flight hour expressed in hourly increments of aircraft night from wheels up to wheels down.

“Foreign Object Damage” or “FOD” - Damage to any portion of the Engine caused by impact with or ingestion of a non-Engine object such as birds, hail, ice or normal runway debris. FOD may be further classified as a “Major FOD”, which means FOD that causes an out of limit condition per the Aircraft Maintenance Manual, and which, either immediately or over time, requires the Engine to be removed from service or prevents the reinstallation of the Engine.

“Induction” - The date work commences on the Engine at the DRS when all of the following have taken place: (i) GE’s receipt of the Engine and required data (ii) Parties’ approval of the Workscope (iii) Parties’ agreement on use of the Customer Furnished Equipment: and (iv) receiving inspection (including pre-testing if needed).

“Life Limited Part” or “LLP”- A part with a limitation on use established by the OEM or the AAA, stated in cumulative EFH or cycles.

“Line Replaceable Unit” or “LRU” - A major control or accessory that is mounted on the external portion of an Engine. which can be replaced while the Engine is on-wing.

“New Engine” - An Engine which has not undergone a shop visit, which has less than 100 EFH since new and which contains only GE approved parts and GE approved repairs.

“OEM” - The original manufacturer of an Engine or part thereof.

“Performance Restoration”- The Services performed during a shop visit in which, at a minimum, the combustor and high-pressure turbine are exposed and subsequently refurbished, consistent with the Repair Specification.

“Price Adjustment Matrix”- The matrix set forth on Exhibit D by which the Rate Per EFH is adjusted based on Customer’s operating parameters.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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“Procedures Manual” - A separate document, not part of this Agreement, which provides detailed procedures and guidance for the administration of the Agreement. In case of conflict between the Procedures Manual and the Agreement, the Agreement will prevail.

“Qualifying Shop Visit” - A Repair Station visit during which the initial Performance Restoration is performed on an Engine on a Supplemental Work basis and which shall include the removal of all non-GE parts and non-GE approved LRU’s, parts and repairs. The purpose of the Qualifying Shop Visit is to qualify such Engine for the Rate Per EFH fixed rate pricing for subsequent shop visits.

“Rate Per EFH”- The [*****] and the [*****] as set forth in Article 5.

“Rate Per EFH Services” - Those Services provided pursuant to Article 3.

“Rate Per EFH Payments” - Any payments made pursuant to Article 6.

“Redelivery”·- (i) For Engines serviced at GE Celma shop, the shipment of a Serviceable Engine with legally required certifications. DDP, International Chamber of Commerce, [*****], at [*****], whereby Customer fulfills the obligations of buyer and GE fulfills the obligations of seller; and (ii) For Engines serviced at any other Designated Repair Station, the shipment of a Serviceable Engine with legally required certifications, [*****], International Chamber of Commerce, [*****], at the [*****], whereby Customer fulfills the obligations of buyer and GE fulfills the obligations of seller. “Redeliver” will mean the act by which GE completes Redelivery.

“Removal Schedule” -The schedule jointly developed by GE and Customer for Engine removals for Services or Engine removal from operation.

“Repair Specification” - The mutually agreed repair specification which establishes the minimum baseline to which an Engine or part thereof will be inspected, repaired, modified, reassembled and tested to make and Engine Serviceable. Such Repair Specification will meet or exceed the recommendations of the OEM’s operational specifications, applicable OEM maintenance or overhaul manuals and Customer’s maintenance plan that has been approved by the AAA.

“Repair Station” - One or more of the repair facilities owned by GE or its affiliates, now or in the future. which are certified by an appropriate AAA to perform the applicable Service hereunder. A list of such repair facilities will be provided upon request.

“Repairable” - Capable of being made Serviceable.

‘‘Rotable Part” - A new or used Serviceable part drawn from a common pool of parts used to support one or more customers. A Rotable Part replaces a like part removed from an Engine when such removed part requires repair.

‘‘Scrapped Parts” - Those parts determined by GE to be Unserviceable and BER.

“Service(s)” - With respect to an Engine or part thereof, all or any part of those maintenance, repair and overhaul services provided under this Agreement as either Rate Per EFH Services or Supplemental Work Services. “Serviced” will be construed accordingly.

“Service Bulletin” or “SB” - The document issued and identified as a Service Bulletin by an OEM to notify the operator of modifications, substitution of parts, special inspections, special checks, amendment of existing life limits or establishment of first time life limits, or conversion of an Engine from one model to another.

“Serviceable” - Meeting all OEM and AAA specified standards for airworthiness.

“Shipment and Induction Schedule” - The schedule jointly developed by GE and Customer for an unserviceable Engine to be shipped by Customer to GE for Services and to be inducted at DRS. If GE and Customer fail to agree to a Ship Schedule within 14 days of an Engine removal, then GE, at its sole discretion, will send an invoice to Customer for the [*****] per Article 6.1 or elect to remove the Engine held by Customer in accordance with Article 11.1.1.

“Supplemental Work Services” - Those Services provided pursuant to Article 4.

“Termination” - The ending of this Agreement before the expiration of the Initial Term or extension thereof.

“Unserviceable” - Not meeting all OEM and AAA specified standards for airworthiness.

“Used Engine” - An Engine which has undergone a shop visit or which has more than 100 EFH since new.

“Workscope” - The document written by GE and approved by Customer describing the prescribed repair or approach to repair of an Engine to meet the requirements of the Repair Specification, including appropriate reliability and performance enhancements.

“Workscope Planning Guide” - The document published by GE Aviation which describes the “on condition” maintenance concept for the engines. This document communicates the timing and extent of work required to enable operators to achieve reliability, performance, and maintenance cost goals.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT B: ENGINES COVERED

Customer will maintain a spare Engine(s) to installed Engines ratio of not less [*****] rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls [*****]

Embraer Aircraft Order Delivery Schedule

A/C Qty.	Engine / Aircraft Type	Delivery Date
[*****]	[*****]	Jan 2009
[*****]	[*****]	Feb 2009
[*****]	[*****]	Dec 2008
[*****]	[*****]	Feb 2009
[*****]	[*****]	Feb 2009
[*****]	[*****]	May 2009
[*****]	[*****]	May 2009
[*****]	[*****]	Jun 2009
[*****]	[*****]	Oct 2009
[*****]	[*****]	Jan 2010
[*****]	[*****]	Feb 2010
[*****]	[*****]	Apr 2010
[*****]	[*****]	May 2010
[*****]	[*****]	Jun 2010
[*****]	[*****]	Jul 2010
[*****]	[*****]	Aug 2010
[*****]	[*****]	Oct 2010
[*****]	[*****]	Nov 2010
[*****]	[*****]	Jan 2011
[*****]	[*****]	Feb 2011
[*****]	[*****]	Mar 2011
[*****]	[*****]	Apr 2011
[*****]	[*****]	May 2011
[*****]	[*****]	May 2011
[*****]	[*****]	Jun 2011
[*****]	[*****]	Jul 2011
[*****]	[*****]	Aug 2011
[*****]	[*****]	Sep 2011
[*****]	[*****]	Oct 2011
[*****]	[*****]	Nov 2011
[*****]	[*****]	Dec 2011
[*****]	[*****]	Jan 2012
[*****]	[*****]	Feb 2012
[*****]	[*****]	Mar 2012
[*****]	[*****]	Apr 2012
[*****]	[*****]	May 2012

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****] Spare Engine Delivery Schedule

Spare Engine Qty.	Engine Type	Delivery Date
[*****]	[*****]	Feb 2009
[*****]	[*****]	June 2009
[*****]	[*****]	Oct 2009
[*****]	[*****]	July 2010
[*****]	[*****]	May 2011
[*****]	[*****]	Dec 2011
[*****]	[*****]	May 2012

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT C: RATE ADJUSTMENT

The Rate Per EFH will be adjusted for fluctuation of the economy as described below:

Year of Operation (“YO”) will be identified as a given year of calendar operation. The prices for any YO will be adjusted in accordance with the following formula:

[*****]

Where:	[*****]
Composite Index YO = [*****]
Labor Index YO = [*****]
Where:	YO-1 = Year prior to YO
	BY = Base Year, which will be [*****]
	BY-1 = Year prior to BY

The calculation of Pn for any YO will be made effective January 1 of the YO.

Labor Index = the twelve (12) point weighted average of ECI 336411W” Labor Index (North American Industrial Classification System (NAICS) Code 336411, (BLS code: CIU2023211000000I), base month and year December [*****] = 100), as published by the Bureau of Labor Statistics, U.S. Department of Labor, rounded to the second decimal place, for the twelve (12) month period ending on the last day of June of each year. Should the U.S. Department of Labor revise the methodology used for the determination of the values to be used to determine this index, cease publishing this index, or for any reason has not released values needed to determine the applicable price adjustment, GE will select a substitute for such values from data published by the Bureau of Labor Statistics or other similar data reported by non governmental United States organizations. Appropriate revisions of the formula will be made as required to reflect any substitute values.

Spare Parts Index YO = the compounded percentage price change from the BY to the YO, calculated using the annual average price changes published by GE for the CF34-10 Spare Parts Price Catalog, and rounded to the first decimal place. For example, and for illustrative purposes only, if the YO were 2001, and the published average Spare Parts Catalog price changes were an increase of [*****] Spare Parts Catalog, an increase of [*****] Spare Parts Catalog, and an increase of [*****] Spare Parts Catalog, the Spare Parts Index YO would be [*****] calculated as follows: [*****].

All Rates are also subject to economic price adjustments on January 1 of each year based upon the cumulative change in these indices with weightings as shown: For cumulative changes in the Composite Index set forth below less than or equal to [*****], the Rate Per EFH will be adjusted by the cumulative percentage change in the composite index. For cumulative changes in the Composite Index set forth greater than [*****], but less than or equal to [*****] the Rate Per EFH will be adjusted by [*****]. However, on an annual basis, for changes in the Composite Index greater than [*****], the Rate Per EFH will be adjusted by [*****], plus [*****] of the changes greater than [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT D: PRICE ADJUSTMENT MATRIX

When the actual operating parameters do not precisely equal the values on the tables, severity will be calculated by [*****] The resultant severity value [*****] The final severity applied will be [*****]

Should Customer’s actual operating parameters go beyond the furthest points of the table provided, GE shall adjust the table to cover Customer’s updated operating parameters. Such adjusted table will be applied retroactively to the time Customer’s operating parameters moved beyond the points provided and, if applicable, GE shall invoice or provide a credit to Customer for any amounts that would have been applicable if the rates on such table had been in effect at the time the flight hours were incurred.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT E: SUPPLEMENTAL WORK PRICING

1. Direct Labor Charges at the DRS: Charged in accordance with the Fixed Price Labor set forth in Exhibit G.

2. All Other Labor Charges Not Specified in Exhibit G

[*****] per labor hour

3. Charges For Parts and Material (GE furnished, unless stated otherwise)

Type Of Material	Price	Handling Fee
New Parts (Including LL	CLP	[*****]
Rotable Parts	Price of the repair when applicable	[*****]
Customer Furnished Equipment	Not Applicable	[*****]
Type Of Material	Price	Handling Fee
Used Serviceable Parts	[*****] of CLP	[*****] CLP
Subcontracted Services	Subcontractor Invoice	[*****] of Invoice

4. Component And Accessories Repair:

Per GE Component Repair Directory or Accessory Repair Catalog pricing in effect at time of repair.

5. Test Cell Usage Charges

[*****] per test, plus labor, fuel, oil and other material

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT F: SUPPLEMENTAL WORK PRICING – ANNUAL ADJUSTMENT

1. Basis:

All prices are stated in [*****] United States Dollars and are effective through [*****]

2. Escalation of Hourly Labor Rates, Fixed Price Labor Charges and Test Cell Usage Charges:

On [*****] and every [*****] of successive years, hourly labor rates, fixed price labor charges and test cell usage charges set forth in the following pricing schedules will be adjusted by an amount [*****] in the 12 point weighted average of the “Employment Cost Index for Workers in Aerospace Manufacturing” (North American Industrial Classification System (NAICS) Code 336411(BLS code: CIU2023211000000I)) as released by the US Department of Labor, Bureau of Labor Statistics for the twelve (12) month period ending 31 June of the prior year as compared to the average of the twelve (12) month period ending 31 June of one (1) year previous; provided however, that any [*****] which is less than zero (0) will, for purposes of this Agreement, be deemed equal to zero (0). Should the U.S. Department of Labor revise the methodology used for the determination of the values to be used to determine this index, cease publishing this index, or for any reason has not released values needed to determine the applicable price adjustment, the parties will agree on selection of a substitute for such values from data published by the Bureau of Labor Statistics or other similar data reported by non governmental United States organizations. Appropriate revisions of the formula will be made as required to reflect any substitute values. Each such increase will be effective as to Services performed on or after the relevant change date.

3. Escalation of Maximum Charge for Handling Fees

GE reserves the right to increase maximum charge for the Handling Fees set forth in the preceding schedules by values [*****] in the aggregate CLP; provided however, that any [*****] which is less than zero (0) will, for purposes of this Agreement, be deemed equal to zero (0). Each such increase will be effective as to Services performed on or after the relevant change date. For the avoidance of any doubt, the percentage will not be subject to escalation but only the maximum amount.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT G: SUPPLEMENTAL WORK PRICING – FIXED PRICE LABOR SCHEDULE -

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT H: SUPPLEMENTAL ON-WING SUPPORT

SERVICES

GE On Wing Support, Inc., will provide on wing support technicians, along with special tooling, to perform flight-line services, on wing and off wing inspection, maintenance, and repair of Engines as specified in a mutually executed work order by Customer. Such Engine support services may be provided, as designated by Customer and agreed by GE at Customer’s facilities or at repair facilities owned by GE On Wing Support, Inc. or its affiliates. All Services provided shall be in accordance with its standard commercial quality control policies, procedures, and practices. A turn-time estimate for each workscope for acceptance by Customer prior to beginning of Services will be provided.

FIXED WORKSCOPE PRICING

Fixed Prices for Workscopes provided by GE On Wing Support, Inc. include the labor charges involved in preparation and execution of the workscope requiring normal manpower and tooling in normal work conditions. It does not include consumables or other charges that may be applicable. Prices are stated in year [*****] U.S. Dollars and will remain in effect for the noted calendar year. After the initial term, GE On Wing Support will quote its Current list prices.

CF34-10 Fixed Workscope Pricing
	[*****]
Replacement of:
Accessory Gearbox		[*****	]
Transfer Gearbox		[*****	]
Fan Blade Change and Lubrication (Same Set)		[*****	]
Fan Blade Change and Lubrication (Change Set & Verify Balance)		[*****	]
LPT		[*****	]
LPT + HPT		[*****	]
Fuel Nozzles (Full Set - Off Wing)		[*****	]
Fuel Nozzles (Full Set - On Wing)		[*****	]
Borescopes:
Complete		[*****	]
Complete + Vídeo		[*****	]
Hot Section (HPT, Stg 1 Nozzles & Combustor)		[*****	]
Borescope Blending - Off Wing Only (per day)		[*****	]
Other Workscopes:
Engine Change		[*****	]
Engine Change with [*****] Swap		[*****	]
Powerplant [*****] Builds		[*****	]
Top Case		[*****	]
Top case + bottom case		[*****	]
VSV Dynamic Rig Check		[*****	]
Static Rig Check VSV/VBV system		[*****	]
Fan Trim balance		[*****	]
Fan Case Abradable Grind		[*****	]
ECU Software Upgrades		[*****	]
Engine Receiving/Prep-To-Ship		[*****	]
Engine Preservation		[*****	]

Other pricing applicable for Engine maintenance provided by GE On Wing Support, Inc

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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A. Workscope Pricing and Deployment

1) If additional workscopes not listed in the fixed price workscope schedule are required, they will be priced and quoted prior to beginning of work. The fixed rate workscope schedule pricing covers all technician repair activity, preparation and deprep requiring normal manpower and tooling in normal work conditions. Reasonable additional charges may apply for unusual engine or work conditions.

2) For Services performed at a location other than a station owned by GE On Wing Support, Inc. at the direction of Customer, the following deployment charges may be accessed unless a fixed price is agreed for a specific deployment:

a) Travel time for domestic travel from a GE On Wing Support site will be invoiced at the rate of [*****] per technician per day. Additional charges will apply for international deployments.

b) Travel and living expenses will be charged at actual price, plus a [*****] administrative fee. Miscellaneous expenses may be charged at a reasonable per diem rate.

c) Charges for shipping tooling to job site will be billed at [*****] cost.

3) Should a delay outside the control of GE On Wing Support, Inc occur which results in technician idle time necessitating an additional unplanned overnight stay, Customer may be charged [*****] per day per technician in addition to the applicable travel and living costs.

4) Engine Unloading/Loading/Prep-To-Ship Fee is applicable to all engines that must be unloaded and prepped for shipment by OWS.

5) For deployment requested within [*****] hours of initial contact or [*****], an expedite fee of [*****] of the total invoice will be applied.

6) Parts ordered for agreed workscope will be per standard Unit Pack Quantity (UPQ); parts not consumed as part of the agreed workscope will be turned over to Customer.

7) When GE OWS agrees to deploy technicians to facilities designated by Customer, it may, at its option, make arrangements to provide security for its and its affiliates’ employees to the extent it views it necessary to meet a potential security threat or situation. Customer agrees to bear all reasonable additional cost for security arrangements.

B. Material and Subcontractor

GE On Wing Support, Inc. furnished material or subcontracted services required for Services performed on Customer’s Equipment at the direction of Customer shall be charged at acquisition cost plus a [*****] fee with a maximum of [*****] per line item.

C. Supplemental OWS Labor Hourly Billing

Direct labor for services performed is [*****].

Customer will be entitled to use any remaining OWS hour as per article 3.5 herein towards any of the supplemental OWS invoice.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT I: LINE REPLACEABLE UNITS

The following list contains [*****] that are [*****] during a Rate Per EFH Shop Visit in accordance with Article 3.1(e).

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT J: GENERAL TERMS AND CONDITIONS

1.0 LIMITATION OF LIABILITY AND INDEMNIFICATION

1.1 Total Liability. The total liability of GE for any and all claims, whether in contract, warranty, tort (including negligence but excluding willful misconduct and gross negligence), product liability, patent infringement or otherwise, for any damages arising out of, connected with or resulting from the performance or non-performance of any Service or from the manufacture, sale, Redelivery, resale, repair, overhaul, replacement or use of the Engine or any item or part thereof, will not exceed the price allocable to the repaired or overhauled item, part or Service which gives rise to the claim. Notwithstanding the foregoing, in no event will GE have any liability hereunder, whether as a result of breach of contract, warranty, tort (including negligence but excluding willful misconduct and gross negligence), product liability, or otherwise, for any special, consequential, incidental, resultant or indirect damages, (including, without limitation, loss of: use, profit, revenue or goodwill) or punitive or exemplary damages.

In no event will GE have any liability hereunder, whether as a result of breach of contract, warranty, tort (including negligence), product liability, patent liability, or otherwise, for the design, material, workmanship, engineering defects or product liability and any damages whatsoever, including damages to personal property and for personal injury or death, caused in any way by the manufacturer of an Engine, or the parts, LRU’s, components or material, thereof, or related thereto.

In the event Customer uses non-GE parts or non-GE approved LRU’s, parts or repairs in an Engine and such LRU’s, parts or repairs cause personal injury, death or property damage to third parties, Customer shall indemnify and hold harmless GE from all claims and liabilities associated therewith. The preceding indemnity shall apply whether or not GE was provided a right under this Agreement to remove such LRU’s, parts or repairs, and irrespective of the exercise by GE of such right.

The limitation of liability contained in this Article 1.1 shall not apply to any liability on the part of GE in connection with third party claims, in respect to death or personal injury, alleging in whole or in part, the actual negligence of GE in workmanship.

1.2 Definition. For the purpose of this Article 1, the term “GE” is deemed to include GE and its parent and affiliated companies, the subcontractors and suppliers of any Services furnished hereunder, and the directors, officers, employees, agents and representatives of each.

2.0 EXCUSABLE DELAY

2.1 Excusable Delay. Either Party will be excused from, and will not be liable for, any delay in performance or failure to perform hereunder (except for the obligation to pay money or credit or debit an account which will not be excused hereunder), and will not be deemed to be in default for any delay in or failure of performance hereunder due to causes beyond its reasonable control. Such causes will be conclusively deemed to include, but not be limited to acts of God, fire, terrorism, war (declared or undeclared), severe weather conditions, earthquakes, epidemics, material shortages, insurrection, acts or omissions of the other Party, any act or omission by any governmental authority, strikes, labor disputes, acts or threats of vandalism or terrorism (including disruption of technology resources), or transportation shortages (each an “Excusable Delay”). [*****]

2.2 Continuing Obligations. Section 2.1 will not, however, relieve either Party from using its best commercial efforts to avoid or remove such causes of delay and continue performance with reasonable dispatch when such causes are removed. During the period of an excusable delay, GE will have the right to invoice Customer for Services performed, and Customer will pay all such invoices net thirty (30) Days.

2.3 Extended Delay Termination. If delay resulting from any of the foregoing causes extends for more than [*****] and the Parties have not agreed upon a revised basis for continuing the Services, including any adjustment of the price, then either Party, upon sixty (60) Days written notice to the other, may terminate the performance of Services with respect to the Engine for which Services were delayed.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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3.0 NOTICES

3.1 Acknowledgment. All notices required or permitted under this Agreement will be in writing and will be delivered personally, via first class return receipt requested mail, by facsimile, by courier service, or by express mail, addressed as follows, or to such other address as either Party may designate in writing to the other Party from time to time:

GE Engine Services, Inc.	Azul Linhas Aereas Brasileiras
Attn:	Attn:
Phone:	Phone:
Fax:	Fax:
Copy to:	Copy to:
Senior Counsel, GE Engine Services Inc.
MD F-125, Cincinnati, Ohio 45215
GE Celma Ltda.
Attn:
Phone:
Fax:
Copy to:
Senior Counsel, GE Engine Services Inc.
MD F-125, Cincinnati, Ohio 45215

3.2 Effect of Notices. Notices will be effective and will be deemed to have been given to (or “received by”) the recipient: (A) upon delivery, if sent by courier, express mail, or delivered personally; (B) on the next business day following receipt, if sent by facsimile; or (C) on the fifth (5th) day after posting (or on actual receipt, if earlier) in the case of a letter sent prepaid first class mail.

4.0 TAXES AND OTHER:

4.1 Taxes, Duties or Charges. In addition to the price for the Services and save otherwise as expressly provided in this Agreement, Customer will pay to the appropriate authority or to GE, as applicable, upon demand, any Federal, State, Municipal, local or foreign taxes (including sales, use, ad valorem, excise, turnover or value added taxes), duties, fees, charges, imposts, tariffs, tax on circulation or transfer or assessments of any nature (but excluding taxes assessed on the income, profits or gains) as in force today or created, altered, or otherwise introduced in the future (“Taxes”), assessed or levied in connection with GE’s performance under this Agreement. For avoidance of doubt and purpose of illustration, any and all Taxes incurred by GE in fulfilling responsibilities under this Agreement (including, but not limited to, Contribuição de Intervenção no Domínio Econômico (“CIDE”) and ISSQN (tax on services of any nature) (if applicable) borne upon payment to non-Brazilian service providers) shall be added to Customer’s invoice as a separate line item(s) in addition to the amount calculated pursuant to Article 6, “Invoicing and Payment” of this Agreement.

4.2 Right To Protest/Refund. If claim is made against GE for any such Taxes, GE will immediately notify Customer and, if requested by Customer, GE will not pay except under protest, and if payment be made, GE will use all reasonable efforts to obtain a refund thereof. If all or any part of any such Taxes be refunded, GE will repay to Customer such part thereof as Customer will have paid. Customer will pay to GE, upon demand, all expenses (including penalties, interest and attorney’s fees) incurred by GE in protesting payment and in endeavoring to obtain such refund.

4.3 Withholdings. All payments by Customer to GE under this Agreement will be free of all withholdings of any nature whatsoever except to the extent otherwise required by law, and if any such withholding is so required, Customer will pay an additional amount such that after the deduction of all amounts required to be withheld, the net amount received by GE will equal the amount that GE would have received if such withholding had not been required.

5.0 DISPUTE RESOLUTION, ARBITRATION

5.1 Dispute Resolution. If any dispute arises relating to this Agreement, the Parties will endeavor to resolve the dispute amicably, including by designating senior managers who will meet and use commercially reasonable efforts to resolve any such dispute. If the Parties’ senior managers do not resolve the dispute within sixty (60) days of first written request, either party may request that the dispute be settled and finally determined by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in New York, New York, three (3) arbitrators appointed in accordance with the American Arbitration Association Rules. Each of GE and Airline shall select one arbitrator and the two arbitrators so selected will select the third arbitrator. If the two arbitrators fail to reach agreement on the selection of third arbitrator within thirty (30) days, then such third arbitrator shall be appointed by the International Court of Arbitration of the International Chamber of Commerce (“ICC”). The arbitrator(s) will have no authority to award punitive damages, attorney’s fees and related costs or any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement and applicable law. The award of the arbitrator(s) will be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction. All statements made or materials produced in connection with this dispute resolution process and arbitration are confidential and will not be disclosed to any third party except as required by law or subpoena. The Parties intend that the dispute resolution process set forth in this Article will be their exclusive remedy for any dispute arising under or relating to this Agreement or its subject matter.

5.2 Exception. Either party may at any time, without inconsistency with this Article, seek from a court of competent jurisdiction any equitable, interim, or provisional relief to avoid irreparable harm or injury. This Article will not apply to and will not bar litigation regarding claims related to a party’s proprietary or intellectual property rights, nor will this Article be construed to modify or displace the ability of the Parties to effectuate any termination contemplated in Article 12 of the Agreement.

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6.0 NONDISCLOSURE OF PROPRIETARY DATA

6.1 Non-Disclosure. Unless the Parties otherwise agree in writing, any knowledge, information or data which the Parties have or may disclose to each other shall be held in confidence and may not be either disclosed or used for any purpose, except that GE may disclose the same to its affiliates, subsidiaries, joint venture participants, engineering service provider, or consultants as needed to perform the Services provided under this Agreement. The preceding clause will not apply to information which (1) is or becomes part of the general public knowledge or literature otherwise than as a result of breach of any confidentiality obligation to GE, or (2) was, as shown by written records, known to the receiving party prior to receipt from the disclosing party.

6.2 Intellectual Property. Nothing contained in this Agreement will convey to either Party the right to use the trademarks of the other, or convey or grant to Customer any license under any patent owned or controlled by GE.

7.0 PATENTS

7.1 Claims. GE will handle all claims and defend any suit or proceeding brought against Customer insofar as based on a claim that, without further combination, any material or process used in the repair of any items furnished under this Agreement constitutes an infringement of any patent or copyright of the U.S. This Section 7.1 will apply only to the extent that such material or process is so used to GE’s specification.

7.2 Liability. GE’s liability under this Article 7 is expressly conditioned upon Customer promptly notifying GE in writing and giving GE exclusive authority, information and assistance (at GE expense) for the handling, defense or settlement of any claim, suit or proceeding. In case such material or process is held in such suit to constitute infringement and the use of said material or process is enjoined, GE will, at GE’s own expense and at GE’s option, either, (1) settle or defend such claim or suit or proceeding arising therefrom, or (2) procure for Customer the right to continue using said material or process in the item repaired under this Agreement, or (3) replace or modify such item with an item incorporating non-infringing material or process, or (4) refund the repair price applicable to such material or process.

7.3 Indemnification. The preceding Section 7.2 will not apply: (1) to any material or process or part thereof of Customer design or specification, or used at Customer’s direction in any repair under this Agreement, or (2) to the use of any material or process furnished under this Agreement in conjunction with any other apparatus, article, material or process. As to any material or process or use described in the preceding sentence, GE assumes no liability whatsoever for patent or copyright infringement, and Customer will, in the same manner as GE is obligated to Customer above, indemnify, defend and hold GE harmless from and against any claim or liability, including costs and expense in defending any such claim or liability in respect thereto.

7.4 Remedy. THE FOREGOING WILL CONSTITUTE CUSTOMER’S SOLE REMEDY AND GE’S SOLE LIABILITY FOR PATENT OR COPYRIGHT INFRINGEMENT BY ANY MATERIAL OR PROCESS AND IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN ARTICLE 1, “LIMITATION OF LIABILITY.” THE PATENT WARRANTY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ALL OTHER PATENT WARRANTIES WHATSOEVER, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE).

8.0 [*****]

8.1 [*****] Customer hereby [*****] to GE a [*****] in the [*****] GE or any of GE’s affiliates at any time [*****], to secure all amounts owed by Customer to GE hereunder, and GE will have all [*****] under the Uniform Commercial Code and applicable law with respect to such property. Customer consents to [*****] and similar instruments necessary to perfect GE’s security interests as required by the UCC, Federal Aviation Administration, and applicable law. Customer will also exert commercially reasonable efforts to obtain from [*****] as the case may be, of a [*****], which [*****] will be subordinate to prior [*****] granted by Customer to third parties, in any other property in the [*****] or any of GE’s affiliates at any time [*****] Customer to GE hereunder, and GE will have [*****] and applicable law with respect to [*****]. Customer will promptly execute and deliver all documentation, as reasonably requested by GE, [*****] and any other statutory [*****] applicable law. Customer shall not [*****] in Engines that are [*****] to those of GE without GE’s prior written consent.

8.1.1 In the event Customer becomes delinquent in making payments under this Agreement, except for payments which are the subject of a good faith dispute, GE [*****] under this Agreement until all payments due in exchange for the respective Services provided and spare parts and components furnished in connection therewith are fully paid.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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For the purpose of this provision, GE shall be considered as bailee of those Engines and the Customer as bailor, and the value of the Customer’s corresponding debt to GE shall be the bailment consideration referred to in Article 644 of the Civil Code. Customer shall reimburse GE for all costs and expenses incurred by GE with the maintenance of the Engines retained in accordance with the terms set forth in this Agreement, which may be strictly necessary to avoid the deterioration of the aforesaid Engines until the full payment of the overdue payments.

8.2 [*****]. Customer: (i) acknowledges that GE has the [*****] under applicable law (foreign or domestic) against [*****] and (ii) agrees to supply such information, including name and address [*****] as reasonably requested by GE to facilitate filing of such [*****] in New York or any other jurisdiction where Services may be performed. With respect to Engines leased by Customer, GE understands that Customer has been [*****] GE may, at its option, notify [*****] and [*****]

8.3 [*****] If Customer fails to [*****] under this Agreement and GE [*****] whether pursuant to a [*****] under this Agreement or a [*****], then Customer [*****] and a [*****] either (i) certifying that the Engine has not been involved in any Aircraft Accident or Incident or (ii) specifying the date and facts surrounding any Accident or Incident in which the Engine has been involved and the nature and extent of the damage sustained (such records, log books, certificate and other documentation referred to hereinafter as the “Engine Documents”). The Parties recognize that the failure by Customer to [*****] may have a material, adverse effect on the value of any Engine with respect to which [*****] and the [*****], and that the [*****] GE may sustain as a result are not readily calculable.

9.0 GENERAL PROVISIONS

9.1 Assignment. This Agreement, any related purchase order or any rights or obligations hereunder may not be assigned without the prior written consent of the other Party, except that Customer’s consent will not be required for an assignment by GE to one of GE’s affiliates. In the event of any such substitution, Customer will be so advised in writing. Any assignment in contradiction of this clause will be considered null and void.

9.2 Governing Law, Waiver of Immunity. The Agreement will be interpreted and applied in accordance with the substantive laws of the State of New York, without giving effect to its choice of law or conflict of law provisions, rules or procedures (except to the extent that the validity, perfection or creation of any lien or security interest hereunder and the exercise of rights or remedies with respect of such lien or security interest for a particular item of equipment are governed by the laws of a jurisdiction other than New York). With respect to any Customer who is incorporated or based outside the United States, to the extent that such Customer or any of its property becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding of any nature, Customer hereby irrevocably waives the application of such immunity and particularly, the U.S. Foreign Sovereign Immunities Act, 28 U.S.C. 1602, et. seq., insofar as such immunity relates to Customer’s rights and obligations in connection with this Agreement.

9.3 Savings Clause. If any portion of this Agreement will be determined to be a violation of or contrary to any controlling law, rule or regulation issued by a court of competent jurisdiction, then that portion will be unenforceable in such jurisdiction. However, the balance of this Agreement will remain in full force and effect.

9.4 Beneficiaries. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the Parties’ mutual benefit and not for the benefit of any third party.

9.5 Controlling Language. The English language will be used in the interpretation and performance of this Agreement. All correspondence and documentation arising out of or connected with this Agreement and any related purchase order(s), including Engine records and Engine logs, will be in the English language.

9.6 Non-Waiver of Rights and Remedies. Any failure or delay in the exercise of rights or remedies hereunder will not operate to waive or impair such rights or remedies. Any waiver given will not be construed to require future or further waivers.

9.7 Titles/Subtitles. The titles and subtitles given to the sections of the Agreement are for convenience. They do not limit or restrict the context of the article or section to which they relate.

9.8 Currency Judgment. This is an international transaction in which the specification of United States Dollars is of the essence. No payments required to be made under this Agreement will be discharged by payments in any currency other than United States Dollars, whether pursuant to a judgment, arbitration award or otherwise.

9.9 No Agency Fees. Customer represents and warrants that no officer, employee, representative or agent of Customer has been or will be paid a fee or otherwise has received or will receive any personal compensation or consideration by or from GE in connection with the obtaining, arranging or negotiation of this Agreement or other documents entered into or executed in connection herewith.

9.10 On-Site Representative. Subject to the following conditions, GE agrees to permit one Designated Representative, from time to time during the term of this Agreement, to enter onto its premises at the Designated Repair Station for the purpose of supporting

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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the Services on Engines. GE will furnish such Designated Representative the use of a non-exclusive workspace, including the use of a local telephone line, internet access and parking accommodations. Costs incurred by such Designated Representative, including long distance telephone charges, fax or computer charges will be the responsibility of Customer, and if charged to GE in the first instance, will be invoiced to Customer. GE will provide ground transportation from nearest major international airport to DRS for a maximum of [*****] trips each quarter.

9.11 No Agency. Nothing in this Agreement will be interpreted or construed to create a partnership, agency or joint venture between GE and Customer.

9.12 Entire Agreement. This Agreement, together with its Exhibits, contains and constitutes the entire understanding and agreement between the Parties hereto respecting the subject matter hereof, and supersedes and cancels all previous negotiations, agreements, representations and writings in connection herewith. This Agreement may not be released, discharged, abandoned, supplemented, modified or waived, in whole or in part, in any manner, orally or otherwise, except by a writing of concurrent or subsequent date signed and delivered by a duly authorized officer or representative of each of the Parties hereto making specific reference to this Agreement and the provisions hereof being released, discharged, abandoned, supplemented, modified or waived.

9.13 Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts will be treated as the same binding agreement, which will be effective as of the date set forth on the first page hereof, upon execution and delivery by each Party hereto to the other Party of one or more such counterparts.

9.14 Governmental Authorization. Customer will be the importer and/or exporter of record and will be responsible for timely obtaining any import license, export license, exchange permit or other required governmental authorization relating to the Engine. At Customer’s request and expense, GE will assist Customer in its application for any required U.S. export licenses. GE will not be liable if any authorization is not renewed or is delayed, denied, revoked or restricted, and Customer will not thereby be relieved of its obligation to pay for Services performed by GE. All transported Engines will be subject to the U.S. Export Administration Regulations and/or International Traffic in Arms Regulations. Customer agrees not to dispose of U.S. origin items provided by GE other than in and to the country of ultimate destination and/or as identified in an approved government license or authorization, except as said laws and regulations may permit.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT K: WARRANTY AND GUARANTEE ASSIGNMENT LETTER

(Customer Letterhead)

(Date)

(Name and Address of Original Engine Manufacturer)

Attn:

Re: Assignment of Third Party Warranty and Guarantees

Dear (Sir/Madam):

(Customer) and the (Original Engine Manufacturer) entered into Agreement Number          dated             , 20    , wherein (Customer) agreed to purchase a specified number of          aircraft engines and (Original Engine Manufacturer) agreed to provide certain warranties and guarantees with regard to said engines to (Customer).

(Customer) and GE Engine Services, Inc. have entered into a separate engine maintenance agreement Number          dated              20    , (“Maintenance Agreement”) for the maintenance, repair and overhaul of said engines. The Maintenance Agreement specifies that (Customer) shall, during the term of the Agreement, assign to GE Engine Services, Inc. the benefit of all warranties and guarantees applicable to the engines covered by the Maintenance Agreement.

This letter serves as official notification: 1) to (Original Engine Manufacturer) of Customer’s assignment of the applicable warranties and guarantees under the engine purchase agreement; and 2) to GE Engine Services, Inc. of (Customer)’s fulfillment of this obligation under the Maintenance Agreement.

The following warranties and guarantees are hereby assigned to GE.

• New Engine Warranty

• New Parts Warranty

• Ultimate Life Warranty

• Campaign Change Warranty

• Shop Visit Rate Guarantee

• Extended Campaign Change Guarantee

• Exhaust Gas Temperature (“EGT”) Guarantee

(Original Engine Manufacturer), please indicate your concurrence with said assignment by signing in the space provided below and returning a copy of this letter to the undersigned.

(Signature Block)

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EXHIBIT L: [*****] DISTRIBUTION SCHEDULE

Owned Aircraft Cash and Spare Engine [*****]

[*****]	Delivery Date	[*****]	[*****]
[*****]	Jan-10	[*****]	[*****]
[*****]	Feb-10	[*****]	[*****]
[*****]	Apr-10	[*****]	[*****]
[*****]	May-10	[*****]	[*****]
[*****]	Jun-10	[*****]	[*****]
[*****]	Jul-10	[*****]	[*****]
[*****]	Aug-10	[*****]	[*****]
[*****]	Oct-10	[*****]	[*****]
[*****]	Nov-10	[*****]	[*****]
[*****]	Jan-11	[*****]	[*****]
[*****]	Feb-11	[*****]	[*****]
[*****]	Mar-11	[*****]	[*****]
[*****]	Apr-11	[*****]	[*****]
[*****]	May-11	[*****]	[*****]
[*****]	May-11	[*****]	[*****]
[*****]	Jun-11	[*****]	[*****]
[*****]	Jul-11	[*****]	[*****]
[*****]	Aug-11	[*****]	[*****]
[*****]	Sep-i1	[*****]	[*****]
[*****]	Oct-11	[*****]	[*****]
[*****]	Nov-11	[*****]	[*****]
[*****]	Dec-11	[*****]	[*****]
[*****]	Jan-12	[*****]	[*****]
[*****]	Feb-12	[*****]	[*****]
[*****]	Mar-12	[*****]	[*****]
[*****]	Apr-12	[*****]	[*****]
[*****]	May-12	[*****]	[*****]
[*****]		[*****]	[*****]
[*****]		[*****]	[*****]
	[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT M: OPTIONAL AIRCRAFT

Customer shall be entitled to add up to [*****] Engines as per the delivery schedule below following the terms and conditions set forth in this Agreement, which will be installed in the [*****] optional owned aircraft in accordance with the purchase agreement between the Customer and the aircraft manufacturer.

The optional aircraft, once added Into the Customer’s existing fleet covered under this Agreement in accordance with the terms set forth herewith will be entitled to pricing set forth In Article 5.1 through 5.4 of the Agreement provided it comply with Rate Per EFH Operational Parameters set forth in Article 5.2 and in compliance with the terms and conditions set forth in this Exhibit. Pricing will be escalated in accordance with escalation formula set forth on Exhibit C; provided. however, that It shall not be subject to any escalation cap until the date aircraft is delivered as per contractual delivery dates listed below, and as from such delivery date it shall be subject to a [*****] escalation cap with a Hyper-out of [*****] during the entire Term of the Agreement: provided; further, that Customer takes delivery of each such optional aircraft within [*****] of such delivery dates. The term of this Agreement shall be [*****] for each of such optional owned aircraft.

In case of any change of the delivery dates (plus or minus [*****]) set forth herein below, GE will evaluate the effect on the Rate Per EFH taking into consideration effects on the fleet size and other commercial considerations and may adjust the Rate Per EFH accordingly. The adjusted Rate Per EFH will be incorporated into the Agreement by way or amendment and Customer will pay the adjusted Rate Per EFH for all the EFH incurred by the optional aircraft engines and Leased aircraft engines identified in Exhibit M and N from the date each of such Engine enters the Agreement.

The optional aircraft, once added to the Customer’s fleet and accepted by GE to be included in this Agreement shall be entitled to a [*****] of [*****] per aircraft [*****]. Such [*****] will be available to Customer in 04 consecutive annual installments or [*****]. The first installment shall be available within [*****] as of the delivery of the aircraft in accordance with the delivery date.

Customer will maintain a spare Engine(s) to installed Engines ratio of not less than [*****] rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls slightly less than [*****].

Optional AJC delivery schedule

[*****]	Contractual Delivery Date	[*****]	Contractual Delivery Date
[*****]	February 2012	[*****]	March 2013
[*****]	April 2012	[*****]	April 2013
[*****]	June 2012	[*****]	May 2013
[*****]	July 2012	[*****]	June 2013
[*****]	August 2012	[*****]	July 2013
[*****]	October 2012	[*****]	August 2013
[*****]	November 2012	[*****]	September 2013
[*****]	December 2012	[*****]	October 2013
[*****]	January 2013	[*****]	November 2013
[*****]	February 2013	[*****]	December 2013
[*****]	Contractual Delivery Date	[*****]	Contractual Delivery Date
[*****]	January 2014	[*****]	[*****]
[*****]	February 2014	[*****]	[*****]
[*****]	March 2014	[*****]	[*****]
[*****]	April 2014	[*****]	[*****]
[*****]	May 2014	[*****]	[*****]
[*****]	June 2014	[*****]	[*****]
[*****]	July 2014	[*****]	[*****]
[*****]	August 2014	[*****]	[*****]
[*****]	September 2014	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

[*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the delivery dates or the above delivery schedule. Such [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates or Engines) set forth in Article 5.2 that reduces the Contracted Hours considering the additional Optional Aircraft. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number or years in the Term.

The remaining [*****] may only be applied by Customer towards (i) the [*****] of aircraft engine goods and services from GE, up to a maximum or [*****] including [*****] of spare engines, provided that those engines are incremental to the spare engine delivery schedule identified in Exhibit L. [*****] be available on the delivery dates of such engines.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Azul Agreement # 1-1373256434	September 25, 2009	- 37 -
Proprietary Information Subject to Restrictions on Cover Page

CONFIDENTIAL TREATMENT REQUESTED

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over any [*****], however. [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

If an Engine is removed from the Agreement and has not incurred sufficient EFH to meet the Contracted Hours for that Engine, any remaining [*****] to be issued shall be reduced and, within thirty (30) Days of such Engine’s removal, Customer shall [*****] to GE [*****] on a pro-rata basis based on EFH incurred and for which GE has received all Rate Per EFH Payments under this Agreement. By way of example only, if an Engine being removed has Incurred and GE has received all Rate Per EFH Payments for [*****] and the total Contracted Hours for this Engine are [*****], then Customer shall [*****] of the [*****] and paid against such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement. If GE has not received any Rate Per EFH Payments on the removed Engine. Customer shall [*****] of the [*****] allocated and [*****] against such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement.

In the event of termination of this Agreement due to any reason other than the material breach by GE, such [*****] will be cancelled and any amount issued and applied as of the time of termination shall be [*****] to GE by Customer within thirty (30) Days of termination of this Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Azul Agreement # 1-1373256434	September 25, 2009	- 38 -
Proprietary Information Subject to Restrictions on Cover Page

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT N: LEASED AIRCRAFT

Customer shall have the right to add up to [*****] New Engines (Engines having less than or equal to 50 EFH since new) within the next [*****] months [*****] as of the Commencement Date, as per the delivery schedule set forth herein below, following the terms and conditions set forth in this Agreement, which will be installed in the [*****] additional leased aircraft (besides [*****]). The added New Engines should not have more than 50EFH since new when delivered to Customer. For the avoidance of any doubt, Parties agree that Used Engines (meaning for the purposes of this Agreement, Engines having more than 50 EFH since new) shall not be entitled to the terms and conditions set forth in this Exhibit N.

The leased aircraft, once added into the Customer’s existing fleet covered under this Agreement in accordance with the terms set forth herewith shall be entitled to pricing set forth in Article 5.1 through 5.4 of the Agreement provided it follows Rate Per EFH Operational Parameters set forth in Article 5.2 and in compliance with the terms and conditions set forth in this Exhibit. . Pricing will be escalated in accordance with escalation formula set forth on Exhibit C; provided, however, that it shall not be subject to any escalation cap until the date aircraft is delivered as per contractual delivery dates listed below, and as from such delivery date it shall be subject to a [*****] escalation cap with a Hyper-out of [*****] during the Term of the Agreement; provided; further, that Customer takes delivery of [*****] optional aircraft in each of the following years: 2010, 2011 and 2012 as set forth hereinbelow. The term of this Agreement shall be [*****] for each of such New Engines following terms and conditions of the [*****] lease agreements of each such aircrafts.

In case of any change of the delivery dates set forth herein below, GE will evaluate the effect on the Rate Per EFH taking into consideration effects on the fleet size and other commercial considerations and may adjust the Rate Per EFH accordingly. The adjusted Rate Per EFH will be incorporated into the Agreement by way of amendment and Customer will pay the adjusted Rate Per EFH for all the EFH incurred by the optional aircraft engines and Leased aircraft engines identified in Exhibit M and N from the date each of such Engine enters the Agreement.

Customer will maintain a spare Engine(s) to installed Engines ratio of not less than [*****], rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls slightly less than [*****].

Leased A/C delivery schedule:

Customer is entitled to add up to [*****] Leased Aircraft per year.

Aircraft	Contractual Delivery Date
01	November 2009
02	2010 (Specific month to be decided by Customer)
03	2010 (Specific month to be decided by Customer)
04	2010 (Specific month to be decided by Customer)
05	2011 (Specific month to be decided by Customer)
06	2011 (Specific month to be decided by Customer)
07	2011 (Specific month to be decided by Customer)
08	2012 (Specific month to be decided by Customer)
09	2012 (Specific month to be decided by Customer)
10	2012 (Specific month to be decided by Customer)

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Azul Agreement # 1-1373256434	September 25, 2009	- 39 -
Proprietary Information Subject to Restrictions on Cover Page

GE Engine Services, Inc.

Amendment Number 1 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, Inc.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: May     , 2010

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 1

THIS AMENDMENT NUMBER 1 (“Amendment”) is made and is effective as of May     , 2010 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business of Alameda Surubiju nº 2010, Alphaville Industrial, Baruen - SP, CEP 06455 040, Brazil O Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business of One Neumann Way, Cincinnati, Ohio 45215 and GE Celma Ltda. (“GE Celma”), having its principal place of business of Rua Alice Herve 356, Petropolis, 25669-900, Brazil (jointly referred to as “GE”) (either a “Party”) or collectively, the “Parties”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), doted September 25, 2009, and

WHEREAS, the Parties desire to amend Section 5.5 and Exhibit L of the Agreement to adjust utilization of [*****] by Customer; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. Section 5.5 of the Agreement is hereby amended to reflect new [*****] language and it shall read as follows:

“5.5 [*****] GE shall make available to Customer a maximum of [*****] of [*****] These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] for [*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. Such [*****] may only be applied by Customer as follows:

(1) For [*****] earned in Year 2010, up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work invoices issued under this Agreement or ony other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] or each invoice amount may be paid with such [*****];

(2) For [*****] earned from Year [*****]: (i) up to [*****] of such total [*****] con be used towards this Agreement; provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****]; and (ii) the remaining [*****] of such total [*****] (i.e. [*****]) can be used towards any Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only) between Customer and GE for the maintenance or repair of Customers Engines; provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****].

The remaining [*****] issued [*****] as identified in Exhibit L, [*****] spare engines above the [*****] firm spare as per Exhibit 8 (Spare Engine Delivery Schedule), at the rate of a maximum of [*****] applied per each additional spare. The availability of this [*****], if the delivery schedule in Exhibit L is brought forward.

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over [*****]; however, [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

For [*****] at the earlier of, end of the [*****] aircraft lease term or as of the date Customer returns aircraft to the lessor, Customer shall return such engine [*****] to the [*****]

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours and are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

2. Exhibit L ([*****] Distribution Schedule) of the Agreement is hereby replaced in its entirety and it shall read as follows:

[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth herein above.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 4

GE Engine Services, Inc.

All other terms and conditions contained in the Agreement, which are not modified by this Amendment No. 1 shall remain in full force and effect.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 1 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		AZUL LINHAS AEREAS BRASILEIRAS S.A.
BY:	/s/ Mark E. Ulliman	BY:	/s/ Gerald B. Lee
NAME:	Mark E. Ulliman	NAME:	Gerald Blake Lee
TITLE:	RGM – Sales Operations	TITLE:	Director
DATE:	Sept. 6 2011	DATE:	July 14, 2011
		BY:
		NAME:
		TITLE:
		DATE:
GE CELMA LTDA
BY:	/s/ Eduardo S. Wildberger	/s/ João Moragas
NAME:	Eduardo S. Wildberger	JOÃO MORAGAS
TITLE:	Dir DE OPERAÇÕES	CFO
DATE:	Sept, 12th 2011	SEPT, 12TH 2011

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 4

GE Engine Services, Inc.

Amendment Number 2 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, Inc.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: September 25, 2009

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 1

THIS AMENDMENT Number 1 (“Amendment”) is made as of this date, by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda dos Indigenas 66, Planalto Paulista São Paulo , CEP 040059-060 Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business at One Neumann Way, Cincinnati, Ohio 45215 USA (“GE”); (either a “Party” or collectively, the “Parties”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and

WHEREAS, the Parties desire to Amend EXHIBIT D: PRICE ADJUSTMENT MATRIX of the Agreement; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. EXHIBIT D: PRICE ADJUSTMENT MATRIX of the Agreement is hereby amended to include the additional severity value

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 3

GE Engine Services, Inc.

All other terms and conditions contained in the Agreement, including any amendments thereto, which are not modified by this Amendment No. 1 shall remain in full force and effect.

IN WITNESS W HEREOF, GE and Customer have caused this Amendment No. 1 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileira S.A.
BY:	/s/ Mark E. Ulliman	BY:	/s/ Gerald B. Lee
NAME:	Mark E. Ulliman	NAME:	Gerald Blake Lee
TITLE:	RGM – Sales Operations	TITLE:	Director
DATE:	Sept. 6, 2011	DATE:	July 14, 2010

GE CELMA LTDA

BY:	/s/ Eduardo S. Wildberger	/s/ JOÃO MORAGAS
NAME:	Eduardo S. Wildberger	JOÃO MORAGAS
TITLE:	Dir DE Operacões	CFO
DATE:	Sept, 12th 2011	SEPT, 12TH 2011

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 3

GE Engine Services, Inc.

Amendment Number 3 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, Inc.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: August 13^th 2010

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 1

THIS AMENDMENT Number 3 (“Amendment”) is made and is effective as of August 13, 2010 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil C 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”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and

WHEREAS, the Parties desire to amend Section 5.5 and Exhibit L of the Agreement to adjust utilization of [*****] by Customer; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. Section 5.5 of the Agreement is hereby amended to reflect new [*****] language and it shall read as follows:

“5.5 [*****] GE shall make available to Customer a maximum of [*****] of [*****]. These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. Such [*****] may only be applied by Customer as follows:

(1) For [*****] earned in Year [*****], up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****];

(2) For [*****] earned from Year [*****]: (i) up to [*****] of such total [*****] can be used towards this Agreement; provided that up too maximum of [*****] of each invoice amount may be paid with such [*****] and (ii) the remaining [*****] of such total [*****] (i.e. [*****]) can be used towards any Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only) between Customer and GE for the maintenance or repair of Customer’s Engines; provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****].

The remaining [*****] issued [*****] as identified in Exhibit L, are effective and available as per the [*****] distribution spreadsheet below and after the purchase of the [*****] firm spare engines as per Exhibit B (Spare Engine Delivery Schedule). These [*****] can be applied towards purchase of spare engines only, at the rate of a maximum of [*****] for each additional purchased spare engine. The availability of this [*****], if the delivery schedule in Exhibit L is brought forward.

Such [*****] will be issued and valid only if Customer is current in oil payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over [*****]; however, all [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

For [*****], at the earlier of, end of the [*****] aircraft lease term or as of the date Customer returns aircraft to the lessor, Customer shall return such [*****]

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

2. Exhibit L ([*****] Distribution Schedule) of the Agreement is hereby replaced in its entirety and it shall read as follows:

EXHIBIT L: [*****] DISTRIBUTION SCHEDULE

[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth herein above.

All other terms and conditions contained in the Agreement, which are not modified by this Amendment No. 3 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 4

GE Engine Services, Inc.

IN WITNESS W HEREOF, GE and Customer have caused this Amendment No. 3 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ David Kircher	BY:	Gerald Blake Lee
NAME:	David Kircher	NAME:	Gerald Blake Lee
TITLE:	Regional GM – Sales	TITLE:	Azul Linhas Aereas Brasileiras S.A.
DATE:	August 25, 2010	DATE:	August 13, 2010
		BY:
		NAME:
		TITLE:
		DATE:

GE CELMA LTDA

BY:	/s/ Eduardo S. Wildberger	/s/ João Moragas
NAME:	Eduardo S Wildberger	JOÃO MORAGAS
TITLE:	Dir DE OPERAÇÕES	CFO
DATE:	Sept, 12th 2011	SEPT, 12TH 2011

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 4

GE Engine Services, Inc.

Amendment Number 4 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, Inc.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: September 22, 2010

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 4

THIS AMENDMENT Number 4 (“Amendment”) is made as of this date, by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda dos Indigenas 66, Planalto Paulista São Paulo , CEP 040059-060 Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business at One Neumann Way, Cincinnati, Ohio 45215 USA 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”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and

WHEREAS, the Parties desire to add [*****] new engines and [*****] new spare [*****] to the Agreement therefore Exhibit B thereof shall be amended to reflect such additional engines; and

WHEREAS, GE agreed to [*****] to Customer due to the addition of new engines to the Agreement, the Parties desire to amend Section 5.5 of the Agreement and Exhibit L of the Agreement [*****] Distribution Schedule; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1) Customer is adding [*****] new aircraft to its fleet per the below delivery schedule and desires to add [*****] firm new engines and [*****] new spare [*****] to the Agreement per ARTICLE 10 – ADDITION OF ENGINES of the Agreement.

Delivery schedule for [*****] New Aircraft and [*****] spare:

[*****]	[*****]	Delivery Date
[*****]	[*****]	Sep-10
[*****]	[*****]	Sep-10
[*****]	[*****]	Oct-10
[*****]	[*****]	Nov-10
[*****]	[*****]	Nov-10

[*****]	[*****]	Delivery Date
[*****]	[*****]	Nov-10

The delivery schedule is amended to reflect the addition of the new engines and new spare [*****] and are included in Item 4 of this Amendment.

The firm engines once added into the Customer’s existing fleet covered under the Agreement in accordance with the terms set forth herewith will be entitled to pricing set forth in Article 5.1 through 5.4 of the Agreement provided it comply with Rate Per EFH.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Operational Parameters set forth in Article 5.2 and in compliance with the terms and conditions set forth in this Amendment. Pricing will be escalated in accordance with escalation formula set forth on Exhibit C of the Agreement; provided, however, that it shall not be subject to any escalation cap until the date aircraft is delivered as per delivery dates listed above, and as from such delivery date it shall be subject to a [*****] escalation cap with a Hyper-out of [*****] during the entire Term of the Agreement; provided; further, that Customer takes delivery of each such firm aircraft within [*****] of such delivery dates. The term of this Agreement shall be [*****] for each of such firm owned aircraft and [*****] additional spare engine.

The firm aircraft listed above, once added to the Customer’s fleet shall be entitled to a [*****] of [*****] per aircraft for [*****], not subject to escalation. The [*****] distribution for the added aircraft is included in the schedule below in Item 2 of the Amendment.

2. Section 5.5 of the Agreement is hereby amended to reflect the issuance new [*****] as described in item 1 above and it shall read as follows:

“5.5 [*****]. GE shall make available to Customer a maximum of [*****] of [*****] These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] for [*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. Such [*****] may only be applied by Customer as follows:

(1) For [*****] earned in Year 2010, up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] or each invoice amount may be paid with such [*****]

(2) For [*****] earned from Year [*****]: (i) up to [*****] of such total [*****] can be used towards this Agreement; provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****] and (ii) the remaining [*****] of such total [*****] can be used towards any Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only) between Customer and GE for the maintenance or repair of Customer’s Engines; provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****].

The remaining [*****] issued [*****] as identified in Exhibit L, [*****] spare engines above the [*****] firm spare as per Exhibit B (Spare Engine Delivery Schedule), at the rate of a maximum of [*****] applied per each additional spare. The availability of this [*****], if the delivery schedule in Exhibit L is brought forward.

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over [*****]; however, all [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

For [*****], at the earlier of, end of the [*****] year aircraft lease term or as of the date Customer returns aircraft to the lessor, Customer shall return such [*****] configuration.

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

3. Exhibit L [*****] Distribution Schedule) of the Agreement is hereby replaced in its entirety and it shall read as follows:

[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth herein above.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

4. Exhibit B (ENGINES COVERED) of the Agreement is hereby replaced in its entirety and it shall read as follows:

Customer will maintain a spare Engine(s) to installed Engines ratio of not less than [*****], rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls slightly less than [*****].

[*****]	Delivery Date
[*****]	Dec-08
[*****]	Jan-09
[*****]	Feb-09
[*****]	Mar-09
[*****]	Apr-09
[*****]	May-09
[*****]	Jun-09
[*****]	Jul-09
[*****]	Dec-09
[*****]	Mar-10
[*****]	Jun-10
[*****]	Jul-10
[*****]	Jul-10
[*****]	Jul-10
[*****]	Aug-10
[*****]	Aug-10
[*****]	Sep-10
[*****]	Sep-10
[*****]	Oct-10
[*****]	Nov-10
[*****]	Nov-10
[*****]	Jan-11
[*****]	Feb-11
[*****]	Mar-11
[*****]	Apr-11
[*****]	May-11
[*****]	May-11
[*****]	Jun-11
[*****]	Jul-11
[*****]	Aug-11
[*****]	Sep-11
[*****]	Oct-11
[*****]	Oct-11
[*****]	Nov-11
[*****]	Dec-11
[*****]	Jan-12
[*****]	Mar-12
[*****]	May-12
[*****]	Sep-12
[*****]	Oct-12
[*****]	Nov-12

[*****]	Delivery Date
[*****]	Feb-09
[*****]	Jun-09
[*****]	Nov-09
[*****]	Jun-10
[*****]	Nov-10
[*****]	Jun-11
[*****]	Dec-11
[*****]	Jun-12

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 5 of 6

GE Engine Services, Inc.

All other terms and conditions contained in the Agreement, which are not modified by this Amendment No. 4 shall remain in full force and effect.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 4 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ David Kircher	BY:	/s/ Gerald B. Lee
NAME:	David Kircher	NAME:	Gerald B. Lee
TITLE:	Regional GM-Sales	TITLE:	Attorney - in - Fact
DATE:	November 16, 2010	DATE:
GE CELMA LTDA.		BY:
		NAME:
BY:	/s/ Julio Talon	TITLE:
NAME:	Julio Talon
TITLE:	General Manager
DATE:	November 22, 2010
BY:	/s/ João B. G. Moragas
NAME:	João B. G. Moragas
TITLE:	Finance Director
DATE:	November 29, 2010

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 6 of 6

GE Engine Services, Inc.

Amendment Number 5 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: November 10^th 2010

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 5

THIS AMENDMENT Number 5 (“Amendment”) is made and is effective as of November 10, 2010 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil (“Customer”) and GE Engine Services, LLC, 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”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009, and

WHEREAS, the Parties desire to amend Section 5.5 and Exhibit L of the Agreement to adjust [*****] to be distributed to Customer; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. Section 5.5 of the Agreement is hereby amended to reflect new [*****] language due to an advancement of [*****] and due to a modification to the wording to allow all of the [*****] in [*****] to be used towards this Agreement and it shall read as follows:

“5.5 [*****]. GE shall make available to Customer a maximum of [*****] of [*****]. These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] for [*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. Such [*****] may only be applied by Customer as follows:

For [*****] earned from Year [*****], up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****]

The remaining [*****], as identified in Exhibit L, [*****] spare engines above the [*****] firm spare as per Exhibit B (Spare Engine Delivery Schedule), at the rate of a maximum of [*****] applied per each additional spare. The availability of this [*****], if the delivery schedule in Exhibit L is brought forward.

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute). Customer may carry over any [*****]; however, all [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

For [*****], at the earlier of, end of the [*****] year aircraft lease term or as of the date Customer returns aircraft to the lessor, Customer shall return such [*****] configuration.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

2. In order to reflect issuance of [*****] as per section 1 above, Exhibit L ([*****] Distribution Schedule) of the Agreement is hereby replaced in its entirety and it shall read as follows:

[*****]	[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth herein above.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 4

GE Engine Services, Inc.

All other terms and conditions contained in the Agreement, which are not modified by this Amendment No. 5 shall remain in full force and effect.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 5 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ David Kircher	BY:	/s/ Gerald B. Lee
NAME:	David Kircher	NAME:	Gerald B. Lee
TITLE:	Regional GM-Sales	TITLE:	Attorney - in - Fact
DATE:	December 1, 2010	DATE:
GE CELMA LTDA.		BY:
		NAME:
BY:	/s/ Eduardo S. Wildberger	TITLE:
NAME:	Eduardo S. Wildberger
TITLE:	DIR. DE OPERAÇÕES
DATE:	Sept 12th, 2011
BY:	/s/ João Moragas
NAME:	João Moragas
TITLE:	CFO
DATE:	SEPT 12th, 2011

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 4

GE Engine Services, Inc.

Amendment Number 6 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: January 31^st, 2011

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 6

THIS AMENDMENT Number 6 (“Amendment”) is made and is effective as of January 31, 2011 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil (“Customer”) and GE Engine Services, LLC, having its principal place at business at One Neumann Way, Cincinnati, Ohio 45215 and GE Celma Ltda. (“GE Celma”), having its principal place at business at Rua Alice Herve 356, Petropolis, 25669-900, Brazil (jointly referred to as “GE”) (either a “Party” or collectively, the “Parties”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and Amendment 1 through 5; and

WHEREAS, the Parties desire to amend Exhibit L of the Agreement to adjust [*****] to be [*****] to Customer; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, end other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 4

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. Exhibit L ([*****] Distribution Schedule) of the Agreement is hereby amended to reflect new [*****] distribution throughout [*****] to address Customer [*****], and it shall read as follows:

[*****]

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth herein above. All other terms and conditions contained in the Agreement, which are not modified by this Amendment No. 6 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 4

GE Engine Services, Inc.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 6 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ David Kircher	BY:	/s/ Gerald B. Lee
NAME:	David Kircher	NAME:	Gerald B. Lee
TITLE:	Regional GM-Sales	TITLE:	Attorney - in - Fact
DATE:	December 1, 2010	DATE:
GE CELMA LTDA.		BY:
		NAME:
BY:	/s/ Eduardo S. Wildberger	TITLE:
NAME:	Eduardo S. Wildberger	DATE:
TITLE:	DIR. DE OPERAÇÕES
DATE:	Sept 12th, 2011
BY:	/s/ João Moragas
NAME	João Moragas
TITLE	CFO
DATE	SEPT 12th, 2011

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 4

GE Engine Services, Inc.

Amendment Number 7 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: Oct. 19^th, 2011

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

AMENDMENT NUMBER 7

THIS AMENDMENT Number 7 (“Amendment”) is made and is effective as of Sept. 7^th, 2011 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil (“Customer”) and GE Engine Services, LLC, 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”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and Amendment 1 through 6; and

WHEREAS, the Parties desire to amend Article 6 of the Agreement to add section 6.6 with the purpose of [*****] and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

Article 6 of the Agreement is hereby amended (1) with addition of a new section 6.6 and (2) with modification of 6.1 [*****] and it shall read as follows:

[*****] Customer will remit to GE, prior to Redelivery of each Engine, an amount equal [*****] by that Engine since delivery from manufacturer of the aircraft in which such Engine was originally installed (for a new installed Engine), or since delivery from manufacturer (for a new spare Engine), or since the last Rate Per EFH Shop Visit for that Engine, whichever occurred last, multiplied by the Current adjusted and escalated [*****], except as otherwise provided for in section 6.6 below. In the event that Customer causes such payment to be made on its behalf by a third party, and such third party fails to pay some or all of the payment due to GE, then Customer will make the payment, in whole or in part, to make up the amount not paid. In the event that such payment is not paid in full, GE is not obligated to perform its obligations under this Agreement with respect to such Engine.

6.6 ESNs [*****] In consideration for the [*****], the first Rate Per EFH Shop Visit for ESNs [*****] The second Rate Per EFH Shop Visit for ESNs [*****] will be invoiced at an [*****] by that Engine since [*****] in which such Engine was originally installed. For each subsequent shop visit, the terms of section 6.1 apply.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 3

GE Engine Services, Inc.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 7 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

GE ENGINE SERVICES, INC.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ Thomas D. Hoferer	BY:	/s/ Gerald B. Lee
NAME:	Thomas D. Hoferer	NAME:	Gerald B. Lee
TITLE:	Commercial Operations Manager	TITLE:	Attorney - in - Fact
DATE:	1 Feb 2012	DATE:	October 19, 2011
GE CELMA LTDA.		BY:
		NAME:
BY:	/s/ João Moragas	TITLE:
NAME:	João B. G. Moragas	DATE:
TITLE:	CFO
DATE:	21 Mar 2012
BY:	/s/ Eduardo Wildberger
NAME:	Eduardo Wildberger
TITLE:	OPERATIONS DIRECTOR
DATE:	21 MAR 2012

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 3

GE Engine Services, Inc.

Amendment Number 8 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul Linhas Aereas Brasileiras S.A.

Agreement Number: 1-1373258434

Dated: May 15^th, 2012

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Amendment Number 8 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC; GE CELMA Ltda.

And

Azul Linhas Aereas Brasileiras S.A.

THIS AMENDMENT Number 8 (“Amendment”) is made and is effective as of May 15^th, 2012 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri - SP, CEP 06455-040, Brazil (“Customer”) and GE Engine Services, LLC., 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”).

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and Amendment 1 through 7; and

WHEREAS, the Parties desire to amend the Agreement to add [*****] CF34-10E7 powered Optional Aircraft and [*****] additional CF34-10E7 spare engines; and

WHEREAS, the Parties now desire to amend the Agreement to add coverage for [*****]

WHEREAS, the Parties desire to amend Section 5.5 of the Agreement to adjust the [*****] to Customer; and

WHEREAS, the Parties desire to amend Exhibit L of the Agreement to adjust the [*****] distribution; and

WHEREAS, the Parties desire to amend Exhibit M of the Agreement to adjust the number of Optional Aircraft,

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. Once the [*****] CF34-10E7 powered Optional Aircraft and the [*****] additional CF34-10E7 spare engines are added into the Customer’s existing fleet covered under the Agreement in accordance with the terms set forth herewith will be entitled to pricing set forth in Article 5.1 through 5.4 of the Agreement provided it comply with Rate per EHF Operational Parameters set forth in Article 5.2 and in compliance with the terms and conditions set forth in this Amendment. Pricing will be escalated in accordance with escalation formula set forth on Exhibit C of the Agreement, provided however that it shall not be subject to any escalation cap until the date aircraft is delivered as per Exhibit B of the Agreement, and as from such delivery date shall be subject to a [*****] escalation cap with a Hyper-out of [*****] during the entire Term of the Agreement, provided further, that Customer takes delivery of each such firm aircraft within [*****] months of such delivery dates. The term of this Agreement shall be [*****] for each of such firm owned aircraft and spare engine.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

2. Exhibit B (Engines Covered) of the Agreement is hereby replaced to reflect the new Engine Type in the delivery schedule as follows:

“EXHIBIT B: Engines Covered

Customer will maintain a spare Engine(s) to installed Engines ratio of not less than [*****], rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls slightly less than [*****].

Aircraft Delivery Schedule

[*****]	Delivery Date	[*****]
[*****]	Dec-08	[*****]
[*****]	Jan-09	[*****]
[*****]	Feb-09	[*****]
[*****]	Mar-09	[*****]
[*****]	Apr-09	[*****]
[*****]	May-09	[*****]
[*****]	Jun-09	[*****]
[*****]	Jul-09	[*****]
[*****]	Dec-09	[*****]
[*****]	Nov-09	[*****]
[*****]	Feb-10	[*****]
[*****]	Jun-10	[*****]
[*****]	Jun-10	[*****]
[*****]	Jun-10	[*****]
[*****]	Jul-10	[*****]
[*****]	Aug-10	[*****]
[*****]	Aug-10	[*****]
[*****]	Sep-10	[*****]
[*****]	Sep-10	[*****]
[*****]	Oct-10	[*****]
[*****]	Dec-10	[*****]
[*****]	Dec-10	[*****]
[*****]	Jan-11	[*****]
[*****]	Feb-11	[*****]
[*****]	Mar-11	[*****]
[*****]	May-11	[*****]
[*****]	Jun-11	[*****]
[*****]	Sep-11	[*****]
[*****]	Sep-11	[*****]
[*****]	Nov-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Jan-12	[*****]
[*****]	Jan-12	[*****]
[*****]	Mar-12	[*****]
[*****]	Mar-12	[*****]
[*****]	Apr-12	[*****]
[*****]	May-12	[*****]
[*****]	Sep-12	[*****]
[*****]	Oct-12	[*****]
[*****]	Nov-12	[*****]
[*****]	Mar-13	[*****]
[*****]	May-13	[*****]
[*****]	Jun-13	[*****]
[*****]	Oct-13	[*****]
[*****]	Nov-13	[*****]
[*****]	Feb-14	[*****]
[*****]	Mar-14	[*****]
[*****]	Apr-14	[*****]
[*****]	Jun-14	[*****]
[*****]	Sep-14	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

[*****] Spare Engine Delivery Schedule

[*****]	[*****]	Delivery Date
[*****]	[*****]	9-Feb
[*****]	[*****]	9-Jun
[*****]	[*****]	9-Nov
[*****]	[*****]	10-Jun
[*****]	[*****]	10-Nov
[*****]	[*****]	11-Jun
[*****]	[*****]	11-Dec
[*****]	[*****]	12-Jun
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

The Spare Engine Delivery Schedule may chance from time-to-time according the changes of the Aircraft Delivery Schedule in order to respect the [*****] (“Minimum Number of Spares”).”

3. Section 5.5 of the Agreement is hereby amended to reflect new [*****] earnings and distribution due to the addition of the [*****] and the [*****] New [*****] to be used towards this Agreement shall read as follows:

“5.5 [*****]. GE shall make available to Customer a maximum of [*****] of [*****]. These [*****] will be made available to Customer in the [*****] on the [*****] outlined in Exhibit L attached hereto.

[*****] totaling [*****] shall be issued to the Customer within five (5) Days of Customer written request to GE subsequent to the issuance dates identified in the Exhibit L. Such [*****] may only be applied by Customer as follows:

It is understood the [*****] schedule was revised by Amendment #5 in [*****] and the Parties have put in place a [*****]. It is also understood that these [*****] were not precedent setting and there is not an obligation for GE to move [*****]

For [*****] available from Year 2010 through [*****], up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****];

The remaining [*****] issued [*****], as identified in Exhibit L, [*****] spare engines above the [*****] firm spare as per Exhibit B (Spare Engine Delivery Schedule), at the rate of a maximum of [*****] applied per each additional spare. The availability of this [*****] will be adjusted sooner than [*****], if the delivery schedule in Exhibit L is brought forward.

GE shall provide to Customer a [*****] in the amount of [*****] to be used solely for the [*****] by this Agreement. This [*****] is not subject to renewal, extension, or escalation, and shall be available according to Exhibit L [*****] Distribution Schedule). The [*****] issued will equal [*****] of the total invoiced amount for the test, evaluation, and [*****]

a) This [*****] shall apply only to [*****]

b) Customer must provide to GE a copy of the [*****] serial number and any other documentation reasonably requested by GE to document the [*****] before the [*****] becomes payable to Customer.

c) Once [*****], the [*****] will be made available on a [*****] and shall be applied only to any open Customer [*****] issued pursuant to this Agreement.

Such [*****] will be issued and valid only if Customer is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****] are to be applied. GE shall be entitled to set off from [*****] any outstanding obligation and amounts that are due and owing from Customer to GE (and not subject to a good faith dispute).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Customer may carry over any [*****]; however, all [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

If an Engine is removed from the Agreement and has not incurred sufficient EFH to meet the Contracted Hours for that Engine, any remaining [*****] to be issued shall be reduced and, within thirty (30) Days of such Engine’s removal, Customer shall [*****] to GE the [*****] on a pro-rata basis based on EFH incurred and for which GE has received all Rate Per EFH Payments under this Agreement. By way of example only, if an Engine being removed has incurred and GE has received all Rate Per EFH Payments for [*****] and the total Contracted Hours for this Engine are [*****], then Customer shall [*****] of the [*****] as determined on a pro-rata basis based on the number of Engines covered by the Agreement. If GE has not received any Rate Per EFH Payments on the removed Engine, Customer shall [*****] of the [*****] allocated and paid against such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement.

In the event of termination of this Agreement due to any reason other than the material breach by GE, such [*****] will be cancelled and any amount issued and applied as of the time of termination shall be [*****] to GE by Customer within thirty (30) Days of termination of this Agreement.”

4. Exhibit L ([*****] Distribution Schedule) of the Agreement is hereby replaced to reflect new [*****] distribution.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 5 of 6

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

In case of changes in the original delivery dates set forth in Exhibit B of the Agreement, GE will evaluate the effect taking into consideration effects on the fleet size and other commercial considerations and may adjust the [*****] Distribution Schedule set forth in Exhibit L.

5. The Optional Aircraft Delivered Schedule established on Exhibit M of the Agreement is hereby deleted and replace by the following table:

[*****]

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 8 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul Linhas Aereas Brasileiras S.A.		Azul Linhas Aereas Brasileiras S.A.
BY:		BY:	/s/ Alexandre Malfitani
NAME:		NAME:	Alexandre Malfitani
TITLE:		TITLE:	Finance Director
DATE:		DATE:	7/10/2012
GE Celma Ltda.		GE Celma Ltda.
BY:	/s/ Eduardo Soares Wildberger	BY:	João B. G. Moragas
NAME:	Eduardo Soares Wildberger	NAME:	João B. G. Moragas
TITLE:	DIRECTOR OPERAÇÕES	TITLE:	Finance Director
DATE:	7/25/2012	DATE:	7/25/2012
GE Engine Services, LLC
BY:	/s/ Paul McElhinney
NAME:	Paul McElhinney
TITLE:	CEO, Aviation Services
DATE:	July 10, 2012

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 6 of 6

GE Engine Services, Inc.

Amendment Number 9 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE Celma Ltda.

And

Azul Trip S.A.

Azul Linhas Aéreas Brasileiras S.A.

Trip Linhas Aéreas S.A.

Agreement Number: 1-1373258434

Dated: December 15^th, 2012

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 8

GE Engine Services, Inc.

Amendment Number 9 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC; GE Celma Ltda.

And

Azul Trip S.A.; Azul Linhas Aéreas Brasileiras S.A.;

Trip Linhas Aéreas S.A.

THIS AMENDMENT Number 9 (“Amendment”) is made and is effective as of December 15^th, 2012 (the “Effective Date”) by and between Azul Trip S.A., with its address at Av. Marcos Penteado de Ulhôa Rodrigues, nº 939, 8º andar, Edificio Jatobá, Condominio Castelo Branco Office Park, Tamboré, CEP, 06460-040 (“Holding”), Azul Linhas Aéreas Brasileiras S.A., with its address at Alameda Surubiju nº 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil (“Azul”), Trip Linhas Aéreas S.A., with its address at Avenida Cambacicas, nº 1200, Parque Imperador, Campinas – SP, Brazil, CEP 13097-104 (“Trip”), GE Engine Services, LLC., with its address at One Neumann Way, Cincinnati, Ohio 45215 (“GEES”) and GE Celma Ltda., with its address at Rua Alice Herve 356, Petropolis, 25669-900, Brazil (“GE Celma”), GEES and GE Celma are jointly referred to as “GE” and all the signatories if this Amendment are hereinafter referred to as a “Party” or collectively, the “Parties”.

RECITALS

WHEREAS, the Azul Linhas Aéreas Brasileiras S.A. and GE have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009 and Amendment 1 through 8;

WHEREAS, due to the acquisition of 100% of Trip’s shares by Azul Holding, Trip will become a wholly owned subsidiary of Azul Holding, integrating the Azul Group which already includes Azul Linhas Aréas Brasileiras S.A. (“Azul”);

WHEREAS, Holding, Azul and Trip now desire to concentrate its fleet management under the Holding;

WHEREAS, the Parties desire to amend the Agreement and Amendments 1 to 8 to reflect the new structure of Holding, Azul and Trip and to include Holding and Trip as Parties of the Agreement.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, end other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 8

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. The Parties hereby include Holding and Trip as signatories of the Agreement and therefore the first paragraph of the Agreement shall now be read as follows:

“THIS ENGINE SERVICES AGREEMENT is made and is effective as of September 25, 2009 (the “Effective Date”) by and between Azul Trip S.A. with its address at Av. Marcos Penteado de Ulhôa Rodrigues, n° 939, 8° andar. Edificio Jatobá, Condomlnio Castelo Branco Office Park, Tamboré — SP, Brazil, CEP, 06460-040 (“Holding”), Trip Linhas Aéreas S.A., with its address at Avenida Cambacicas, n° 1200, Parque Imperador, Campinas — SP, Brazil, CEP 13097-104 (“Trip”), Azul Linhas Aéreas Brasileiras S.A,, with Its address at Alameda Surubiju n° 2010, Alphaville Industrial, Banieri - SP, CEP 06455-040, Brazil (“Azul”) and GE Engine Services, Inc., with its address at One Neumann Way, Cincinnati, Ohio 45215 (“GEES’) and GE Celme Lida, with Its address at Rua Alice Nerve 356, Petropolis, 25669-900, Brazil (“GE Celma”).

Azul and Trip are jointly referred to as Customer; GEES and GE Celma are jointly referred to as “GE”; and all signatories are hereinafter referred to either as a °Party” or collectively, the “Parties”.

2. The Parties hereby add [*****] Trip leased Embraer E-195 aircraft to the Agreement (“Trip E-195 Leased Fleet”) that is identified in Attachment A hereto. GE and Trip’s obligation under the Agreement will commence upon Effective Date and will continue, unless sooner terminated, for a period of [*****] per engine for the Trip E-195 Leased Fleet, or [*****], whichever occurs first (the “Term”).

3. All terms and conditions of the Agreement shall be applied to Trip E-195 Leased Peet except for the ones provided below:

3.1 The Parties agree that exclusively for Trip E-195 Leased Fleet there will be [*****] for [*****] For that reason, the Parties agree that no reference made to [*****] on Articles 3.1 and 3.2 of the Agreement shall apply to Trip E-195 Leased Fleet.

[*****] inspection, repair and replacement shall be considered as Supplemental Work and therefore included on Article 4.1.

In no event, there will be Supplemental charges for labor costs associated with [ *****] inspection and/or replacement.

3.2 The Parties agree to complement Article 5 – Pricing of the Agreement to include the following pricing condition exclusively for Trip E-195 Leased Fleet:

“PRICING FOR TRIP E-195 LEASED FLEET

Rate Per EFH Pricing. Unless otherwise stated, all rates and prices are In [*****] US Dollars. Rate Per EFH Services will be performed by GE at the Rate Per EFH as follows and is applicable to all EFH incurred starting on the Effective Date.

[*****] Structure:

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 8

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Rate Per EFH Parameters. The Rate Per EFH is predicated on the following parameters:

[*****] [*****] [*****] [*****] [*****]

Rate Per EFH Adjustment

a. Escalation. The Rate Per EFH shall adjust on an annual basis in accordance with the escalation formula set forth in Exhibit C of the Agreement.

b. Severity. The Rate Per EFH will be adjusted when there is a deviation from the parameters above per the Price Adjustment Matrix to be further mutually agreed by the Parties. Trip will provide information regarding the above parameters on a monthly basis and in a mutually agreed upon format in accordance with Article 6 of the Agreement.

Supplemental Pricing. Supplemental Work Services will be performed by GE in accordante with pricing provisions set forth on Exhibit E of the Agreement. This rate shall adjust on an annual basis in accordance with the escalation formula set forth on Exhibit F of the Agreement.

3.3 The Parties agree to complement item 6.1 (Rate Per EFH Payments) of the Agreement to include the following paragraph:

“Regarding uniquely the Trip E-195 Leased Fleet, only the Monthly Billing conditions shall be applicable.”

3.4 The Parties agree to complement Article 7.2 — Workscope of the Agreement to include the following paragraph exclusively for Trip E-195 Leased Fleet:

“7.2.1 Workscope for Trip E-195 Leased Fleet. Prior to Induction, GE will prepare a Workscope in accordance with GE Workscope Planning Guide, Repair Manual and Repair specification , Customers Aircraft/Engine Maintenance Program, Customer’s General Maintenance Manual and provide it to Customer for approval. Workscope shall incorporate the [*****] minimum build specification requirement of [*****] remaining before a next shop visit.”

3.5 The Parties agree to complement item 11.2 (Reconciliation) of the Agreement to include the following reconciliation conditions exclusively for Trip E-195 Leased Fleet:

“Reconciliation for Trip E-195 Leased Fleet:

1. If a removed Engine has not undergone a shop visit far Rate Per EFH Services, GE will credit to Trip within thirty (30) Days of such Engine’s removal, all Rate Per EFH Payments received for such Engine since the date that such Engine entered the Agreement whichever occurred last, [*****]

2. If a removed Engine has undergone at least one shop visit for Rate Per EFH Services. GE will calculate the total cumulative charges for all Rate Per EFH Services provided for such removed Engine as if such Services were provided on a Supplemental Work basis and the Supplemental Work pricing had applied (“Supplemental Charges”). GE will then compare such Supplemental Charges to the total cumulative Rate Per EFH Payments received from Trip for such removed Engine [*****]. If the Supplemental Charges are [*****] than the total cumulative Rate Per EFH Payments received from Trip, GE will [*****] for the difference. Trip will [*****] within [*****] of receipt.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 8

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

4. GE shall make available to Trip a [*****] of [*****] of [*****]. These [*****] will be made available to Trip in the amounts on the dates outlined in Attachment C hereto.

[*****] shall be issued to the Trip Within five (5) Days of Trip written request to GE subsequent to the issuance dates Identified in Attachment C. Such [*****] may only be applied by Trip as follows:

Up to [*****] of such total [*****] can be used towards this Agreement or Supplemental Work Invoices issued under this Agreement or any other purchase of aircraft engine services from GE under a separate OnPoint Overhaul (time and material or component repair only); provided that up to a maximum of [*****] of each invoice amount may be paid with such [*****];

Such [*****] will be issued and valid only if Trip is current in all payments due and is otherwise not in material breach under this Agreement and any other applicable agreements to which [*****]. GE shall be entitled to set off from such [*****] any outstanding obligation and amounts that are due and owing from Trip to GE (and not subject to a good faith dispute). Trip may carry over [*****]; however, [*****] must be applied by the end of the term of this Agreement. Any [*****] amounts outstanding at the end of the term of the Agreement will be canceled.

All [*****] amounts are not subject to escalation and are subject to reduction for any change in the operating parameters (including number and delivery dates of Engines) set forth in Article 5.2 that reduces the Contracted Hours. Contracted Hours are defined as the Annual Utilization multiplied by number of Engines multiplied by the number of years in the Term.

If an Engine Is removed from the Agreement and has not incurred sufficient EFH to meet the Contracted Hours for that Engine, any remaining [*****] to be issued shall be reduced and, within thirty (30) Days of such Engine’s removal, Trip shall [*****] to GE the [*****] on a pro-rata basis based on EFH incurred and for which GE has received all Rate Per EFH Payments under this Agreement. By way of example only, if an Engine being removed has incurred and GE has received all Rate Per EFH Payments for [*****] and the total Contracted Hours for this Engine are [*****] then Trip shall [*****] to GE [*****] of the [*****] and paid against such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement. If GE has not received any Rate Per EFH Payments on the removed Engine, Trip shall [*****] to GE [*****] of the [*****] allocated and [*****] against such Engine as determined on a pro-rata basis based on the number of Engines covered by the Agreement.

In the event of termination of this Agreement due to any reason other than the material breach by GE, such [*****] will be cancelled and any amount issued and applied as of the time of termination shall be [*****] to GE by Trip within thirty (30) Days of termination of this Agreement.

5. The Parties also agree that any other subsidiaries or affiliates of Holding that are, or may become, and continue to be subject to the direct or indirect control of, or in which at least [*****] of its ownership is held by Holding might be included in the Agreement and referred to as Customer.

6. Except as provided in this Amendment 9, all provisions of the Agreement and its Amendments 1 to 8 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 5 of 8

GE Engine Services, Inc.

IN WITNESS WHEREOF, the Parties have caused this Amendment 9 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul Trip S.A.		Azul Linhas Aéreas Brasileiras S.A.
BY:	/s/ John Peter Rodgerson	BY:	/s/ John Peter Rodgerson
NAME:	John Peter Rodgerson	NAME:	John Peter Rodgerson
TITLE:	Attorney in Fact	TITLE:	Attorney in Fact
DATE:		DATE:
TRIP Linhas Aéreas S.A.		TRIP Linhas Aéreas S.A.
BY:	/s/ José Mario Caprioli dos Santos	BY:	/s/ Evandro Braga de Oliveira
NAME:	José Mario Caprioli dos Santos	NAME:	Evandro Braga de Oliveira
TITLE:	CEO	TITLE:	Management And Quality Director
DATE:		DATE:
GE Engine Services, LLC		GE Celma Ltda.
BY:	/s/ Eduardo S. Wildberger	BY	/s/ João Moragas
NAME:	Eduardo S. Wildberger	NAME	João Moragas
TITLE:	Operations Director	TITLE	Finance Director
DATE:		DATE
/s/ Thomas D. Hoferor
Thomas D. Hoferor
Director, Engine Services
12 Feb 2013

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 6 of 8

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

ATTACHMENT A: TRIP E-195 LEASED FLEET

[*****]	Delivery Date
[*****]	December 2012
[*****]	December 2012
[*****]	February 2013
[*****]	April 2013
[*****]	May 2013

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 7 of 8

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

ATTACHMENT C: [*****] DISTRIBUTION SCHEDULE

Date	[*****]
January 2013	[*****]
April 2013	[*****]
July 2013	[*****]
October 2013	[*****]
January 2014	[*****]
April 2014	[*****]
July 2014	[*****]
[*****]	[*****]
[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 8 of 8

GE Engine Services, Inc.

Amendment Number 10 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE Celma Ltda.

And

Azul Trip S.A.

Azul Linhas Aéreas Brasileiras S.A.

Trip Linhas Aéreas S.A.

Agreement Number: 1-1373258434

Dated: March 28, 2013

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 7

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

Amendment Number 10 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

Between

GE Engine Services, LLC; GE CELMA Ltda.

And

Azul Trip S.A.; Azul Linhas Aereas Brasileiras S.A.;

Trip Linhas Aéreas S.A.

THIS AMENDMENT Number 10 (“Amendment”) is made and is effective as of March 31, 2013 (the “Effective Date”) by and between Azul Trip S.A., having a place of business at Av. Marcos Penteado de Ulhôa Rodrigues, 939, Torre Jatoba, 9th floor, Brazil 06.460-040 (“Holding”), Azul Linhas Aéreas Brasileiras S.A. (“Azul”), Trip Linhas Aéreas S.A., having a place of business at Avenida Cambacicas, 1200, Campinas, Brazil 13097-104 (“Trip”), GE Engine Services, LLC. (“GEES”) and GE Celma Ltda. (“GE Celma”), GEES and GE Celma are jointly referred to as “GE”; Azul and Trip are jointly referred to as “Customer”; and all the signatories if this Amendment are hereinafter referred to as a “Party” or collectively, the “Parties”

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and Amendment 1 through 9; and

WHEREAS, the Parties desire to amend the Agreement to add [*****] Aircraft powered with CF34-10E7 Engine and [*****] CF34-10E7 Spare Engines; and

WHEREAS, the Parties desire to amend Section 5.5 of the Agreement to include supplementary [*****] to Customer; and

WHEREAS, the Parties desire to amend Exhibit B of the Agreement in order to update the list of all Engines covered by the Agreement; and

WHEREAS, the Parties desire to amend Exhibit N of the Agreement to adjust its tables in order to reflect the changes on Leased Aircraft delivery schedules; and

WHEREAS, the Parties desire to establish additional terms for the usage of Azul’s and Trip [*****] at the Agreement; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

1. For the purposes of this Amendment, the [*****] Aircraft ([*****] Engines) and [*****] Spare Engines to be added to the Agreement shall be classified as follows:

Group 1: [*****] Aircraft ([*****] Engines) identified in Attachment A.1

Group 2: [*****] Aircraft ([*****] Engines) and [*****] Spare Engines identified in Attachment A.2

Group 3: [*****] Aircraft ([*****] Engines) identified in Attachment A.3

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 7

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

If Customer decides to [*****] (the [*****] of Customer’s fleet), such [*****] shall be included in Group 2 above.

2. The Parties agree to replace Exhibit B of the Agreement by the Attachment B hereto in order to update the detailed list of all Engines Covered by the Agreement until this date.

3. Unless otherwise stated in this Amendment, all terms and conditions of the Agreement shall be applicable to these [*****] Engines and [*****] Spare Engines.

4. The [*****] added Aircraft ([*****] Engines) and [*****] Spare Engines will be entitled to the Rate Per EFH Pricing set forth below, provided such Aircraft comply with Rate per EFH Operational Parameters set forth in Article 5.2 of the Agreement. Rate Per EFH Services will be performed by GE at the Rate Per EFH as follows.

Engines	Popular Rate	Restored Rate
Group 1	[*****]	[*****]
Group 2	[*****]	[*****]
Group 3	Price as per Exhibit N of the Agreement

All rates and prices are in [*****] US Dollars. Pricing will be escalated in accordance with escalation formula set forth on Exhibit C of the Agreement, provided however that it shall not be subject to any escalation cap until the date aircraft is delivered as per Exhibit B of the Agreement, and as from such delivery date shall be subject to a [*****] escalation cap with a Hyper-out of [*****] during the entire Term of the Agreement.

The above [*****] is applicable to all EFH incurred starting on the Effective Date. The above [*****] is applicable to all EFH incurred since new.

5. For the addition of such [*****] Aircraft ([*****] Engines) and the [*****] Spare Engines, GE shall make available to Customer the [*****] in the amounts and on the dates, as follows:

Available at	[*****]	$ amount
April-13	to be used towards a [*****] loan of [*****] Thrust plugs from [*****] thrust rating [*****]	$[*****]
April-13	to be used towards a [*****]-year loan of [*****] Thrust plugs from [*****] thrust rating [*****] leased from [*****]), or towards this OnPoint invoices	$[*****]
April-13	to be used towards this OnPoint invoices	$[*****]
January-14	to be used towards [*****], as long as Customer [*****] units	$[*****]
January-14	to be used towards this OnPoint invoices	$[*****]
January-14	to be used towards an incremental [*****] ([*****]) if Customer decides to purchase the [*****]	$[*****]
	Total amount of [*****]	$[*****]

All terms and conditions set forth in Section 5.5 of the Agreement shall be applied to these [*****]. These [*****] are all stated in [*****] US Dollars and are not subject to escalation.

6. The Parties agree that the costs of the Shop Visit that is already on-going for the Engines with [*****] and [*****] will be charged as [*****] as per Article 4 and Exhibits E, F and G of the Agreement. The Parties also agree that the next Shop Visit of [*****] Engines will be charged according to the Rate Per EFH Pricing and the [*****] will be retroactive until time since new (TSN) of each Engine.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 7

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

7. The Leased Aircraft Delivery Schedule contained on Exhibit N of the Agreement shall be replaced by the table below:

Leased A/C delivery schedule

[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	November-10
[*****]	[*****]	[*****]	[*****]	November-12
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]	[*****]	[*****]	To be defined
[*****]	[*****]		[*****]	To be defined

8. The Parties agree that any [*****] owned by Azul or Trip in relation to: (i) this Agreement and its Amendments; (ii) the General Terms Agreement N. [*****] and its [*****] signed between Azul and General Electric Company; and (iii) the General Terms Agreement N. [*****] and its Letters [*****] signed between Trip and General Electric Company, shall be used either by Azul or Trip [*****] of the Agreement, regardless the [*****].

INTENTIONALLY LEFT BLANK

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 7

GE Engine Services, Inc.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 10 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul Trip S.A.		Azul Linhas Aereas Brasileiras S.A.
BY:	/s/ John Peter Rodgerson	BY:	/s/ John Peter Rodgerson
NAME:	John Peter Rodgerson	NAME:	John Peter Rodgerson
TITLE:	Attorney in Fact	TITLE:	Attorney in Fact
DATE:		DATE:
TRIP Linhas Aéreas S.A.
BY:	/s/ Evandro Braga de Oliveira
NAME:	Evandro Braga de Oliveira
TITLE:	Management and Quality Director
DATE:
Alexandre Wagner Malfitani
Attorney in Fact
GE Engine Services, LLC		GE Celma Ltda.
BY:		BY:
NAME:		NAME:
TITLE:		TITLE:
DATE:		DATE:

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 5 of 7

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

ATTACHMENT A - ADDED AIRCRAFT/ ENGINES

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 6 of 7

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, Inc.

ATTACHMENT B

EXHIBIT B: ENGINES COVERED

Customer will maintain a spare Engine(s) to installed Engines ratio of not less than [*****], rounded up to the next whole Engine, during the term of this Agreement. However, GE will work with Customer if the ratio falls slightly less than [*****].

[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 7 of 7

GE Engine Services, LLC.

Amendment Number 11 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul S.A.

Azul Linhas Aéreas Brasileiras S.A.

TRIP Linhas Aéreas S.A.

Agreement Number: 1-1373258434

Dated: June 13, 2013

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 1 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

Amendment Number 11 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC; GE CELMA Ltda.

And

Azul S.A.; Azul Linhas Aereas Brasileiras S.A.;

Trip Linhas Aéreas S.A.

THIS AMENDMENT Number 11 (“Amendment”) is made and is effective as of June 13, 2013 (the “Effective Date”) by and between Azul S.A. (“Holding”), Trip Linhas Aéreas S.A. (“Trip”), Azul Linhas Aéreas Brasileiras S.A. (“Azul”), GE Engine Services, LLC. (“GEES”) and GE Celma Ltda. (“GE Celma”), GEES and GE Celma are jointly referred to as “GE”; Azul and Trip are jointly referred to as “Customer”; and all the signatories if this Amendment are hereinafter referred to as a “Party” or collectively, the “Parties”.

RECITALS

WHEREAS, the Parties have entered into a OnPoint^sm Solutions Agreement, Number 1-1373258434 (“Agreement”), dated September 25, 2009; and Amendment 1 through 10; and

WHEREAS, the Parties desire to update the schedules contained in Exhibit B: Engines Covered of the Agreement;

WHEREAS, the Parties desire to include an additional severity table in Exhibit D: Price Adjustment Matrix;

WHEREAS, in accordance to item 5 of Amendment 10 to the Agreement, GE agreed to give to Customer, on [*****], a [*****] in case Customer decides to purchase [*****] incremental [*****];

WHEREAS, Customer has already decided to purchase and take Delivery of such Spare Engine, as per Letter Agreement No. 5 to GTA No. 1-1190636254; and

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

Capitalized terms used, and terms otherwise defined, in this Amendment shall have the meaning assigned to them under the Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 2 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

1. The Parties agree to entirely replace Exhibit B: Engines Covered of the Agreement by the Attachment A hereto.

2. The Parties also agree to entirely replace Exhibit D: Price Adjustment Matrix of the Agreement by the Attachment B hereto.

3. GE hereby agrees [*****], the [*****] to be used toward the payment of the invoice of the 14 Spare Engine.

4. The Parties also agree that [*****] to be used towards this Agreement and that would be available in April 2013, according to Amendment 10, will be [*****].

5. Regarding item 6 of Amendment 10, the Parties acknowledge that the Shop Visit for the Engine with [*****]; only the Shop Visit for Engines with [*****] The Parties also restate that the next Shop Visit of these 02 Engines will be charged according to the Rate Per EFH Pricing and the [*****] will be retroactive until time since new (TSN) of each Engine.

6. Except as provided in this Amendment 11, all provisions of the Agreement and its Amendments 1 to 10 shall remain in full force and effect.

IN WITNESS WHEREOF, GE and Customer have caused this Amendment No. 12 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul S.A.	Azul Linhas Aereas Brasileiras S.A.
BY:	BY:
NAME:	NAME:
TITLE:	TITLE:
DATE:	DATE:
TRIP Linhas Aéreas S.A.
BY:
NAME:
TITLE:
DATE:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 3 of 13

GE Engine Services, LLC.

GE Engine Services, LLC.	GE Celma Ltda.
BY:	BY:
NAME:	NAME:
TITLE:	TITLE:
DATE:	DATE:

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 4 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

ATTACHMENT A

EXHIBIT B: ENGINES COVERED

Customer will maintain a spare Engine(s) to installed Engines ratio of [*****], during the term of this Agreement. However, GE will work with Customer if the ratio [*****]

Aircraft Delivery Schedule

[*****]	Delivery Date	[*****]
[*****]	Nov-08	[*****]
[*****]	Dec-08	[*****]
[*****]	Dec-08	[*****]
[*****]	Dec-08	[*****]
[*****]	Dec-08	[*****]
[*****]	Feb-09	[*****]
[*****]	Feb-09	[*****]
[*****]	Mar-09	[*****]
[*****]	Apr-09	[*****]
[*****]	May-09	[*****]
[*****]	Jun-09	[*****]
[*****]	Jul-09	[*****]
[*****]	Nov-09	[*****]
[*****]	Dec-09	[*****]
[*****]	Mar-10	[*****]
[*****]	Jun-10	[*****]
[*****]	Jul-10	[*****]
[*****]	Jul-10	[*****]
[*****]	Jul-10	[*****]
[*****]	Aug-10	[*****]
[*****]	Aug-10	[*****]
[*****]	Oct-10	[*****]
[*****]	Oct-10	[*****]
[*****]	Oct-10	[*****]
[*****]	Dec-10	[*****]
[*****]	Dec-10	[*****]
[*****]	Jan-11	[*****]
[*****]	Feb-11	[*****]
[*****]	Mar-11	[*****]
[*****]	Apr-11	[*****]
[*****]	Apr-11	[*****]
[*****]	May-11	[*****]
[*****]	May-11	[*****]
[*****]	May-11	[*****]
[*****]	Jun-11	[*****]
[*****]	Jun-11	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 5 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

[*****]	Delivery Date	[*****]
[*****]	Jul-11	[*****]
[*****]	Aug-11	[*****]
[*****]	Oct-11	[*****]
[*****]	Oct-11	[*****]
[*****]	Nov-11	[*****]
[*****]	Nov-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Feb-12	[*****]
[*****]	Mar-12	[*****]
[*****]	Apr-12	[*****]
[*****]	Apr-12	[*****]
[*****]	May-12	[*****]
[*****]	May-12	[*****]
[*****]	Jun-12	[*****]
[*****]	Nov-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Dec-12	[*****]
[*****]	Mar-13	[*****]
[*****]	Apr-13	[*****]
[*****]	Apr-13	[*****]
[*****]	May-13	[*****]
[*****]	May-13	[*****]
[*****]	Jun-13	[*****]
[*****]	Oct-13	[*****]
[*****]	Nov-13	[*****]
[*****]	Feb-14	[*****]
[*****]	Mar-14	[*****]
[*****]	Apr-14	[*****]
[*****]	Jun-14	[*****]
[*****]	Sep-14	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 6 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

[*****] [*****] [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 7 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

Spare Engine Delivery Schedule

[*****]	Delivery Date	[*****]
[*****]	Feb-09	[*****]
[*****]	Jun-09	[*****]
[*****]	Nov-09	[*****]
[*****]	Jun-10	[*****]
[*****]	Nov-10	[*****]
[*****]	Jun-11	[*****]
[*****]	Oct-11	[*****]
[*****]	Dec-11	[*****]
[*****]	Apr-12	[*****]
[*****]	Jun-12	[*****]
[*****]	Mar-13	[*****]
[*****]	Jun-13	[*****]
[*****]	Apr-14	[*****]
[*****]	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 8 of 13

CONFIDENTIAL TREATMENT REQUESTED

GE Engine Services, LLC.

ATTACHMENT B

EXHIBIT D: PRICE ADJUSTMENT MATRIX

When the actual operating parameters do not precisely equal the values on the tables, severity will be calculated by [*****] The resultant severity value [*****] The final severity applied will be [*****]

Should Customer’s actual operating parameters go beyond the furthest points of the table provided, GE shall adjust the table to cover Customer’s updated operating parameters. Such adjusted table will be applied retroactively to the time Customer’s operating parameters moved beyond the points provided and, if applicable, GE shall invoice or provide a credit to Customer for any amounts that would have been applicable if the rates on such table had been in effect at the time the flight hours were incurred.

INTENTIONALLY LEFT BLANK

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE PROPRIETARY INFORMATION-Subject to restrictions on the cover or first page.

Page 9 of 13

CONFIDENTIAL TREATMENT REQUESTED

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

GE Engine Services, LLC.

Amendment Number 12 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul S.A.

Azul Linhas Aéreas Brasileiras S.A.

TRIP Linhas Aéreas S.A.

Agreement Number: 1-1373258434

Dated: June 13, 2013

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

This Document is Proprietary to GE, Holding and Customer Page 1 of 5

Amendment Number 12 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC; GE CELMA Ltda.

And

Azul S.A.; Azul Linhas Aereas Brasileiras S.A.;

Trip Linhas Aéreas S.A.

THIS AMENDMENT Number 11 (“Amendment”) is made and is effective as of June 13, 2013 (the “Effective Date”) by and between Azul S.A. (“Holding”), Trip Linhas Aéreas S.A. (“Trip”), Azul Linhas Aéreas Brasileiras S.A. (“Azul”), GE Engine Services, LLC. (“GEES”) and GE Celma Ltda. (“GE Celma”), GEES and GE Celma are jointly referred to as “GE”; Azul and Trip are jointly referred to as “Customer”; and all the signatories if this Amendment are hereinafter referred to as a “Party” or collectively, the “Parties”.

RECITALS

WHEREAS, the Parties have entered into an OnPoint^SM Engine Services Agreement dated 25 September 2009, as amended and supplemented from time to time (the “OnPoint Agreement”) whereby GE has agreed to provide the Services in exchange for payments to be made by Customer to GE Celma pursuant to the terms of the OnPoint Agreement; and

WHEREAS, pursuant to five Letter Agreements (the “Letter Agreements”) entered into between GE, the Customer and certain lessors (as identified in each Letter Agreement) who lease or will lease the engines identified in Schedule A hereto (“Engines”) to the Customer (each a “Lessor” and collectively the “Lessors”), the parties thereto have agreed upon certain provisions relating to the OnPoint Agreement to the extent relating to these specific Engines; and

WHEREAS, the Parties desire to regulate certain matters relating to the OnPoint Agreement to the extent relating to the Engines;

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

1) Terms which are capitalized but not otherwise defined herein, shall have the meaning ascribed to them in the OnPoint Agreement.

2) Notwithstanding the provisions of Articles 5 and 6 of the OnPoint Agreement, the Parties agree that, for as long as the Engines remain subject to the Letter

This Document is Proprietary to GE, Holding and Customer Page 2 of 5

CONFIDENTIAL TREATMENT REQUESTED

Agreements, Customer will pay to GE Celma [*****] established in the respective Letter Agreement on a [*****] basis (the [*****]).

3) If at any time, GE exercises its rights to terminate a Letter Agreement due to an [*****] (as such term is defined in the relevant Letter Agreement) in accordance with clause 18 of such Letter Agreement, the Parties agree that the following arrangements will apply with respect to all payments made or to be made under the OnPoint Agreement with respect to the relevant Engine affected by such termination:

(a) from the date on which the termination of the Letter Agreement takes effect, the Customer [*****]

(b) in order to maintain the affected Engines covered by the OnPoint Agreement, the Parties agree that: [*****]

(c) all [*****] paid by Customer to GE Celma since [*****] will be [*****] by GE according to the following criteria;

(i) GE will calculate [*****] the OnPoint Agreement, as if [*****]

(ii) GE will calculate the amount [*****]

(iii) GE will determine the [*****] according to items (i) and (ii) above;

(iv) GE will make this difference available to Customer in a form of a credit to be used by Customer under the OnPoint Agreement.

4) Except as provided in this Amendment 11, all provisions of the Agreement and its Amendments 1 to 10 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

This Document is Proprietary to GE, Holding and Customer Page 3 of 5

IN WITNESS WHEREOF, the Parties have caused this Amendment 9 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul S.A.	Azul Linhas Aereas Brasileiras S.A.
BY:	BY:
NAME:	NAME:
TITLE:	TITLE:
DATE:	DATE:
TRIP Linhas Aéreas S.A.
BY:
NAME:
TITLE
DATE:
GE Engine Services, LLC.	GE Celma Ltda.
BY:	BY:
NAME:	NAME:
TITLE:	TITLE:
DATE:	DATE:

This Document is Proprietary to GE, Holding and Customer Page 4 of 5

CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE A

THE ENGINES

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

This Document is Proprietary to GE, Holding and Customer Page 5 of 5

Amendment Number 13 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC

GE CELMA Ltda.

And

Azul S.A.

Azul Linhas Aereas Brasileiras S.A.

TRIP Linhas Aereas S.A.

Agreement Number: 1-1373258434

Dated: September 17, 2013

PROPRIETARY INFORMATION NOTICE

The information contained in this document is GE Engine Services, LLC. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

This document is Proprietary to GE, Holding and Customer Page 1 of 3

CONFIDENTIAL TREATMENT REQUESTED

Amendment Number 13 to

OnPoint^SM OVERHAUL

ENGINE SERVICES AGREEMENT

Between

GE Engine Services, LLC; GE CELMA Ltda.

And

Azul S.A.; Azul Linhas Aereas Brasileiras S.A.;

Trip Linhas Aereas S.A.

THIS AMENDMENT Number 13 (“Amendment”) is made and is effective as of September 17, 2013 (the “Effective Date”) by and between Azul S.A. (“Holding”), Trip Linhas Aereas S.A. (“Trip”), Azul Linhas Aereas Brasileiras S.A. (“Azul”), GE Engine Services, LLC. (“GEES”) and GE Celma Ltda. (“GE Celma”), GEES and GE Celma are jointly referred to as “GE”; Azul and Trip are jointly referred to as “Customer”; and all the signatories if this Amendment are hereinafter referred to as a “Party” or collectively, the “Parties”

RECITALS

WHEREAS, the Parties have entered into an OnPoint^SM Engine Services Agreement dated 25 September 2009, as amended and supplemented from time to time (the “OnPoint Agreement”) whereby GE has agreed to provide the Services in exchange for payments to be made by Customer to GE Celma pursuant to the terms of the OnPoint Agreement; and

WHEREAS, pursuant to the section 5.5 of the OnPoint Agreement, as amended, GE shall make available to Customer [*****], according to the amounts and dates outlined in Exhibit L to the Agreement and

WHEREAS, GE Celma provided maintenance, repair and overhaul services to Customer, and Customer desires to apply the [*****] towards such invoices.

WHEREAS, the Parties desire to amend the Agreement to reflect the foregoing.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt and sufficiency of which are acknowledged and agreed, the Parties hereto agree to the Agreement revision set forth below. This Amendment shall be effective as of the date hereof.

(1) Terms which are capitalized but not otherwise defined herein, shall have the meaning ascribed to them in the OnPoint Agreement.

(2) Customer desires to apply the [*****] towards such invoices and the Parties hereby agree on the utilization of the [*****] in the amount of [*****] towards invoices number [*****], [*****], [*****] and [*****]. issued by GE Celma, totaling [*****] and equivalent to the amount of [*****] determined by using the average sell rate as of the date of invoice issuance for the United States Dollar as published by the Central Bank of Brazil through SISBACEN, PTAX-800, option S.

(3) Except as provided in this Amendment 13, all provisions of the Agreement and its Amendments 1 to 12 shall remain in full force and effect.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

This document is Proprietary to GE, Holding and Customer Page 2 of 3

IN WITNESS WHEREOF, the Parties have caused this Amendment 13 to be signed in duplicate by their duly authorized officials as of the date written below. Those officials represent to each other and to the Parties that each is unequivocally authorized to execute this Amendment and serves in the capacity indicated below.

Azul Trip S.A.		Azul Linhas Aereas Brasilieras S.A.
By:	/s/ John Peter Rodgerson	By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson	Name:	John Peter Rodgerson
Title:	Attorney in Fact	Title:	Attorney in Fact
Date:		Date:
TRIP Linhas Aéreas S.A.
By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Attorney in Fact
Date:
GE Engine Services, LLC.		GE Celma Ltda.
By:	/s/ Russell P. Shelton	By:	/s/ João B.G. Moragas         /s/ Julio Talon
Name:	Russell P. Shelton	Name:	João B.G. Moragas             Julio Talon
Title:	MD Sales	Title:	Finance Director                 General Manager
Date:	18 September 2013	Date:

This document is Proprietary to GE, Holding and Customer Page 3 of 3

EX-10.7

Exhibit 10.7

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 the Securities and Exchange Commission.

AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER COVENANTS, which is entered into between:

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, 6^th and 11^th floors (partial), 12^th through 16^th 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,

AZUL LINHAS AÉREAS BRASILEIRAS S.A., with its head office at Alameda Surubiju 2010 and 2050, Block C, Alphaville, Barueri, SP, with corporate taxpayer ID number [CNPJ/MF] 09.296.295/0001-60 represented here in accordance with its corporate bylaws and from here onwards referred to as the BUYER-PROMISOR, which will be governed by the following terms and conditions:

SECTION 1 – PURPOSE

1.1. BR promises to sell to the BUYER-PROMISOR and the latter, in turn, promises to buy from BR the quantities of QAV-1 aviation kerosene that represent the BUYER-PROMISOR’s [*****] consumption, at all the locations listed in Appendix I, on an [*****] and during a period of [*****]. In the event of fueling abroad, the consumption will be stipulated according to a previous consultation between the parties.

1.1.1. The product described in the item above is intended for the BUYER-PROMISOR’s own consumption, for the performance of its activity at the locations provided for in Appendix I.

1.1.2. If BR comes to install new fueling stations at airports at which it does not currently supply QAV-1 aviation kerosene, and so long as the BUYER-PROMISOR does not have regular operations and supply of aviation kerosene contracted for at that airport, the BUYER-PROMISOR is required to fulfill the [*****] clause in item 1.1 above, independent of an addendum to this agreement.

1.1.3. BR undertakes to reduce the sales amounts of QAV-1 established in Appendix I for the BUYER-PROMISOR in the event of (i) [*****] in a percentage equal to or greater than [*****] or (ii) at the end of the pipeline expansion work at the [*****] airport and at the other airports shown in Appendix I.

SECTION 2 – PRICE AND PAYMENT CONDITIONS

2.1. The product that is the object of this agreement will be sold by BR to the BUYER-PROMISOR and invoiced for at the price charged by BR on the day and at the place of delivery.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

2.2. The price composition in Brazil will observe:

2.2.1. In the composition of the price of the QAV-1, the producer establishment price will observe the ordinances issued by the Ministry of Mines and Energy and the National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do Petróleo, Gás Natrual e Biocombustíveis), or ANP, and all applicable legislation.

2.2.2. The following will be added to the producer price:

2.2.2.1. The portion called the “Fixed Differential,” the amount of which in R$/L (reais per liter) is specified in Appendix I, which, initialed by the parties, is an integral part of this instrument, with an annual inflation adjustment at the rate of the General Market Price Index (Índice Geral de Preços – Mercado), or IGPM, which is published by the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE.

2.2.2.2. The Variable Lease amount charged by INFRAERO, the State Company that manages Brazilian airports, or by the company responsible for managing the infrastructure of the Airport in question, which, in the case of INFRAERO, represents [*****] of the price established in section 2.2;

2.2.2.3. The Tax on the Circulation of Merchandise and Services (Imposto sobre Circulação de Mercadorias e Serviços), or ICMS, rate owed according to the rates for each Brazilian State, and any legally required taxes, rates and fees;

2.2.2.4. The finance charge amount will be established at [*****] per month, calculated pro rata in relation to the payment period given to the BUYER-PROMISOR.

2.3. The special “fixed price” pricing will take into account the market conditions for the period during which it will be applied to establish the price, in accordance with the process described in item 2.4 and its subitems. The BUYER-PROMISOR can freely choose the period for its application, with it being the case that it must be at least [*****] and at most extend to the end of the effective term of this agreement. If the BUYER-PROMISOR wishes to qualify for this pricing option, it must request evaluation rounds from BR on any business day that precedes the last business day of the month (n-2).

2.4. For the BUYER-PROMISOR to be able to evaluate the viability of choosing the special “fixed price” pricing described in item 2.3, to be used at the [*****] airports, the following procedures must be observed during the evaluation rounds:

2.4.1. When requesting a fixed-price offer, the BUYER-PROMISOR must choose to receive the offer of the fixed price that will be effective during the month (n) in United States dollars or reais per liter, with all the taxes included.

2.4.2. In the event United States dollars are chosen, the amount will be converted to reais per liter at the average United States dollar selling price during the period between the nineteenth (19^th ) and twenty-third (23^rd ) days of the month (n-1), as published by the Brazilian Central Bank;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

2.4.3. D-Day: the BUYER-PROMISOR requests the following parameters from BR in writing: monthly volume, the period and the maximum price of interest, by Supply Point;

2.4.4. D+1 Day: By 12:00 PM Brazilian time of the business day after the day indicated in item 2.4.3, BR will state the following parameters in writing: price and monthly volume that can be sold at the “fixed rate” during the requested period, by Supply Point, and the BUYER-PROMISOR will confirm its intention to contract by Supply Point at special prices by 12:20 PM Brasília time of the same day in writing.

2.4.5. D+2 Date: BR will confirm in writing the monthly volume actually accepted with special pricing by Supply Point during the period requested by 12:00 PM Brasília time of the business day following the day stated in item 2.4.4;

2.4.6. In the event there is more than one round in which this pricing is effectively accepted by the BUYER-PROMISOR, the fixed-price in effect during the application period agreed to will be calculated at the weighted average of the prices and monthly volumes closed in the n-rounds, in accordance with the table below, rounded to four (4) decimal points:

[*****]

[*****]

2.5. The monthly volume the BUYER-PROMISOR effectively accepts with special “fixed price” pricing must be taken with priority and completely at each Supply Point. If this contracted volume is not taken for any reason, the BUYER-PROMISOR will be responsible for reimbursing BR for the storage cost for the product, which will be [*****] per month on the contracted ex-refinery price.

2.6. The product sold by BR will be measured at delivery and invoiced for payment on the following terms:

• Product supplied from the [*****] day will be paid on the [*****]

• Product supplied from the [*****] day will be paid on the [*****]

• Product supplied from the [*****] day will be paid on the [*****]

2.7. It is understood that the payment period is established because of the current market conditions. The parties undertake to re-examine the payment period by joint agreement if the current market conditions change.

2.8. The payment must be made through bank deposit or at BR’s head office in the city of Rio de Janeiro or, also, at another location expressly indicated by it for this purpose;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

3

CONFIDENTIAL TREATMENT REQUESTED

2.9. The payment period that is referred to in item 2.6 is conditioned on the BUYER-PROMISOR’s credit limit being established through the presentation of guarantees.

2.10. It is clarified between the contracting parties that any price or payment period conditions provided to the BUYER-PROMISOR by BR that are different from those established in this instrument will be understood as mere liberality and can therefore be suspended or discontinued at any time at BR’s exclusive option, without any type of right being established for the BUYER-PROMISOR.

2.11. If there is a delay in the payment of invoices, the BUYER-PROMISOR will pay BR the debt adjusted according to the Interbank Certificate of Deposit (Certificado de Depósito Interbancário), or CDI rate, increased by late interest of [*****] per month, pro rata, and a fine of [*****] on the adjusted debt amount, with the late charges being incident from the maturity date of the respective instruments.

2.12. If there is a delay in the payment of the invoices, BR can require payment of the product price at the time of its delivery, in cash, from the BUYER-PROMISOR.

2.13. As a guarantee of fulfillment of this Agreement, the BUYER-PROMISOR will present a Letter of Surety issued by a first-line Bank contracted for by the BUYER-PROMISOR in the amount of [*****]), valid for one year, with the BUYER-PROMISOR being responsible for re-validating it for an additional three years. If the Letter of Surety is not renewed, the BUYER-PROMISOR will be obligated to pay a preestablished finance charge of [*****] per month. With the presentation of the Letter of Surety, the finance charge is that established in section 2.2.2.4.

SECTION 3 – AIRCRAFT DEFUELING

3.1. For the operations for defueling the BUYER-PROMISOR’s aircraft, the Parties agree a fixed price per defueling operation will be charged in the amount of [*****]), plus a variable amount per liter defueled and refueled, corresponding to the amount of the fixed differential charged at the airport.

3.2. When it is requested by the BUYER-PROMISOR and at the airports with availability for this type of operation, which are listed in Appendix II to these agreements, BR can conduct the operation of defueling aircraft.

3.2.1. A request for defueling must be sent to the BR employee or BR reseller responsible for the airport where the service will be performed. The request must be made in writing, through a document signed by an employee of the BUYER-PROMISOR or by an e-mail in which he or she is identified. BR will provide and keep updated a list with contact information for the managers at its bases, contained in appendix II.

3.2.2. The receipt of the defueling request must comply with the prior notice period stated by BR to perform the service, in accordance with appendix II.

3.2.3. The product that is defueled must be returned to the BUYER-PROMISOR by refueling in the same aircraft or another aircraft of the BUYER-PROMISOR, [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

4

In cases where there is a suspicion of contamination of the defueled product, the fuel must be submitted to analysis, storage and, when appropriate, disposal. The costs in reference to the analysis, storage and disposal will be stated in advance to the BUYER-PROMISOR and responsibility for them will be analyzed by the parties on a case-by-case basis.

3.2.4. The defueled product will remain stored for maximum periods and in maximum volumes determined for each airport, as a function of each one’s operating capacity. These periods and volumes are specified in appendix II to this agreement.

3.2.5. If the BUYER-PROMISOR does not comply with any of the conditions defined above, BR reserves the right to not effectuate the defueling operations, on written notice to the BUYER-PROMISOR.

SECTION 4 – BR’S OBLIGATIONS

4.1. These are BR’s specific responsibilities:

4.1.1. To supply the QAV-1 necessary to meet the entire monthly consumption contracted by the BUYER-PROMISOR, at the locations defined in Appendix I, at times compatible with the operation of its flights, listed on the Transportation Times (Horários de Transporte), or HOTRAN, published by the National Civil Aviation Agency (Agência Nacional de Aviação Civil) in Brazil and according to local rules abroad, as well as all the BUYER-PROMISOR’s other unscheduled, charter, affreightment, training and repositioning flights that require fuel supply;

4.1.2. To maintain prompt, quality service according to the standards agreed for operations of this type, making all possible efforts and using all possible resources for good performance of the services contracted for here;

4.1.3. To zealously care for and protect the confidential information to which it has access, as well as the assets and goods delivered by the BUYER-PROMISOR for performance of the services contracted for here;

4.1.4. To have personnel and equipment appropriate for the performance of the services contracted for here;

4.1.5. To strictly fulfill the fueling of the BUYER-PROMISOR’s aircraft on the days and times of its flights;

4.1.6. To give reasonable prior notice of any changes necessary for the fueling of the aircraft requested by the BUYER-PROMISOR;

4.1.7. BR is fully responsible for its employees and agents who are members of its work team, for all their acts and actions, including for any physical damage caused to the BUYER-PROMISOR’s aircraft and employees, as well as for any employment claims which could be brought against the buyer-promisor;

5

CONFIDENTIAL TREATMENT REQUESTED

4.1.8. To maintain the quality of the products supplied within the technical specifications, free of water or other contaminants, being required to keep the reports from the periodic tests necessary to prove this quality available;

4.1.9. To comply with and see that its employees and agents comply with all the legal and regulatory requirements related to its activity as an Oil Derivatives Distributor, especially the Resolutions, Ordinances and other rules issued by the Brazilian Government regulatory agency;

4.1.10. BR will not be held liable for any lack of aviation kerosene at the locations and times alluded to in sub-item 4.1.1 when this lack results from Government Acts and any other events of force majeure or an act of God, in which case BR will make its best efforts to maintain the supply to the BUYER-PROMISOR. In this case, the BUYER-PROMISOR will be able to acquire fuel from another supplier without this being considered a violation by the BUYER-PROMISOR of the [*****] supply established in this agreement;

4.1.11. To conduct the defueling operations requested by the BUYER-PROMISOR, respecting the conditions established in this agreement;

4.1.12. To keep the BUYER-PROMISOR informed regarding the reasons for any delays that occur in the fueling operations, defining the improvements necessary for monitoring and optimizing operational performance;

4.1.13. To standardize the exchange of information about airports using the IATA abbreviation in the delay reports, price schedule and other reports as agreed between the parties;

4.1.14. To maintain all the insurance necessary for the performance of the services contracted for here, keeping all its employees and vehicles insured, including full coverage for harm caused to the BUYER-PROMISOR’s aircraft.

4.2. BR undertakes to reimburse, directly or through an insurance company, any additional cost the BUYER-PROMISOR comes to bear that is shown to have originated from any operational failures attributed to BR.

4.3. Taking into consideration that the BUYER-PROMISOR’s services are governed by the National Civil Aviation Agency and the BUYER-PROMISOR must strictly maintain its departure times, BR must strictly observe and comply with the fueling times for the BUYER-PROMISOR’s flights, being solely and fully responsible for delays in the departure times due to fueling failures.

4.3.1. BR undertakes to pay the BUYER-PROMISOR the amount of [*****] per flight that is not fueled, so long as the reasons for the lack of supply are shown to be attributable to BR and that the incident occurs at the locations where BR maintains fueling facilities.

4.4. BR will be solely and fully liable for any harm caused by its employees or equipment to the BUYER-PROMISOR’s aircraft, if its fault is proven.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

SECTION 5 – BUYER-PROMISOR’S OBLIGATIONS

5.1. These are the BUYER-PROMISOR’s specific responsibilities, as well as the others implicitly or explicitly contained in the various terms and conditions of this agreement:

5.1.1. To acquire all of its global consumption of QAV-1 at the locations specified in Appendix I from BR [*****]

5.1.2. To consult BR regarding the possibility of service at locations where BR is not present at the airport, whether in Brazil or abroad.

5.1.3. To make the payments of the amounts corresponding to the supply provided by BR, according to that stipulated in section 2 of this instrument.

5.1.4. To not assign, subrogate, negotiate or, in any form or by any method, transfer this agreement or any rights or obligations arising from it, under penalty of the sanctions provided for in the agreement.

5.1.5. To comply with and ensure compliance with all the Laws and Regulations, positions and rules in effect in relation to the performance of its activities, accepting liability for the payment of any amounts spent by BR or any loss it comes to suffer as a direct or indirect results of the breach of this obligation;

5.1.6. To maintain and preserve all the materials, elements and items that bear the BR brand in perfect condition, operation, cleanliness and presentation while the fueling lasts, including preserving the environment.

5.1.7. Bearing in mind that BR products have adequate quality, ensuring the BUYER-PROMISOR certainty of the quality standards of the products supplied to it, the BUYER-PROMISOR undertakes to verify the quality control of the products received and the exact performance of this agreement, particularly in regard to the safety, health and environmental conservation rules.

SECTION 6 – TERMINATION OF THE AGREEMENT

6.1. This agreement can be rescinded by operation of law at the option of the other party by simple notification or judicial or extrajudicial formal notice, with the fine provided for in item 6.2 and in section 6 being applied to the party that causes the rescission of the agreement, in any of the following cases:

6.1.1. If the party that failed to perform any of its obligations, after it was given notice to cure or cease such breach, has not done so by the deadline stated in the mentioned notice;

6.1.2. Court-supervised or extrajudicial liquidation of either of the parties;

6.1.3. Request for Court-Supervised Restructuring, request for, declaration of or ratification of bankruptcy;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

6.1.4. Failure by the BUYER-PROMISOR to promptly pay an invoice for the purchase of a product from BR that continues for [*****] days;

6.2. The rescission of this instrument, on the basis of items 6.1.1 or 6.1.4, will subject the party that causes the rescission to the payment, to the other party, of a fine that must equal the result of the following multiplication: [*****]

[*****]

6.3. This agreement can be terminated by operation of law by the BUYER-PROMISOR from [*****] and without it being subject to any expenses, whether as indemnification, fine or of any other type, so long as it presents a formal proposal from another company that supplies QAV-1 (“Proposing Company”) to BR with a Fixed Differential less than that charged at the time of the presentation of the proposal and BR declares in writing within fifteen (15) days after the receipt of the mentioned proposal from the BUYER-PROMISOR that it does not intend to at least meet the amounts proposed by the Proposing Company.

6.3.1. If BR does not make a statement by the fifteen (15) day deadline, the BUYER-PROMISOR will consider that BR does not intend to offer amounts better than those proposed by the Proposing Company, with this agreement terminating in the manner established in section 6.3 above, with relation to the location(s) where BR cannot meet the offered fixed Differential. The Agreement will remain in effect and unchanged for the other airports.

6.3.2. For the location(s) where there is termination of the agreement (item 6.3), BR will be able to cease supply to the BUYER-PROMISOR seven days after the date of the notice from BR stating it will not meet the presented proposal.

6.3.3. If BR meets the Proposing Company’s offer, the BUYER-PROMISOR can only present a new proposal of amounts issued by the Proposing Company or by any other company that supplies QAV-1 after a period of [*****] has run from the presentation of the previous proposal by the BUYER-PROMISOR to BR, regardless of locations. These rules prevail in compliance with the periods mentioned above until the end of the effective term of this agreement.

SECTION 7 – ACT OF GOD AND FORCE MAJEURE

7.1. Neither of the parties can be held liable for failure to fulfill the obligations under this agreement if such failure is caused by force majeure or an act of God, under article 393 of the Brazilian Civil Code.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

8

7.2. The applicability of this agreement will be suspended if there is an event of force majeure or an act of God that impedes its fulfillment by either of the parties, with its performance continuing as soon as the cause that gave rise to the suspension ends.

7.3. If the suspension mentioned in item 7.2 above occurs, the effective term of this agreement will be automatically extended by the time necessary to compensate for the period during which performance of the agreement was suspended.

SECTION 8 – REGULATORY AGENCY

8.1. The BUYER-PROMISOR undertakes to reimburse BR for any fines that the latter is subject to as a result of the BUYER-PROMISOR’s violation of orders and instructions from the National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do Petróleo, Gás Natrual e Biocombustíveis), or ANP, and/or other agencies with jurisdiction to regulate the sale and distribution of petroleum derivative and ethanol products and products from other sources of energy in either Brazil or abroad.

8.2. The supply of the products indicated in item 1.1 is subordinated to the normal market supply conditions and subject to changes that may be imposed in Brazil by the ANP and/or by other agencies with jurisdiction to regulate the supply of petroleum derivatives, ethanol and other sources of energy in Brazil and abroad, including in regard to prices, delivery deadlines and payment.

SECTION 9 – FUEL PANEL OPERATION

9.1. BR will also provide the services of operating the BUYER-PROMISOR’s aircraft panel.

9.2. To perform the panel operation service, BR’s operator must first go through training provided by the BUYER-PROMISOR, which will be liable for all costs. The BUYER-PROMISOR must also provide continuing retraining for the teams BR subcontracts, as needed.

9.3. BR will make a team of operators available at the stipulated time, so long as the BUYER-PROMISOR request the service seven (7) business days in advance.

9.4. If there is some change in the aircraft or the equipment used by the BUYER-PROMISOR that comes to interfere in panel operation, BR must be advised ten (10) days in advance, with the BUYER-PROMISOR being responsible for providing the necessary operator retraining, always bearing the necessary costs.

9.4.1. If the BUYER-PROMISOR does not inform BR regarding the changes made and this alters panel operation, or of the inclusion of aircraft models different from those for which the employees have been trained in its fleet, the BUYER-PROMISOR will be exclusively liable for any improper procedures performed by BR’s workers and for the harm they may cause.

9.4.2. Panel operation can be performed at all the airports were BR has aircraft supply facilities.

9

9.5. Panel operation service is in compliance with the description provided for in “QAMF” Fueling Procedures,” as level 2 and 3, based on IATA Manual standard into-plane supply procedures. These Fueling Procedures (FP) are incorporated into this agreement as Appendix III.

9.6. The BUYER-PROMISOR can monitor BR’s or its subcontractors’ training and procedures at any time.

SECTION 10 – EMPLOYMENT LIABILITY

10.1. With the nature of this Agreement and of the services that make up its purpose being respected, the professionals hired by BR to perform the services contracted for here will be subordinated to BR’s rules and orders and will have an employment relationship with BR only, with no other employment relationship between these professionals and the BUYER-PROMISOR being established.

10.2. Any and all costs or expenses, whether of an employment nature or not, that involve the professionals hired by BR, including, but not limited to, the payment of salary, overtime, additional payments, charges related to the National Social Security Institute (Instituto Nacional do Seguro Social), or INSS, or to the Employee’s Time in Service Guarantee Fund (Fundo de Garantia do Tempo de Serviço), or FGTS, expenses and attorneys fees related to employment lawsuits and damages, will be BR’s sole and exclusive responsibility.

10.3. BR undertakes to hold the BUYER-PROMISOR harmless from any and all employment liability that, under this Agreement, is not the BUYER-PROMISOR’s liability, including the civil and employment liabilities mentioned in this Section 10 above, and undertakes to indemnify the BUYER-PROMISOR for any and all losses the BUYER-PROMISOR may bear, suffer or incur as a result of the attribution of employment liabilities to the BUYER-PROMISOR that, under this Agreement, are attributable to BR.

SECTION 11 – SUCCESSION

11.1. The obligations assumed here extend to the successors and/or assigns of the contracting parties and to all the persons who come to operate and/or be subrogated in the BUYER-PROMISOR’s activity, for any reason, with any contracting party being released from its obligations only through the other party’s written consent.

SECTION 12 – TOLERANCE

12.1. Any tolerance by one party in relation to any contractual violations of the other party will not result in a novation or the waiver of the rights that are assured it by law and by this instrument.

SECTION 13 – TAXES

13.1. All the taxes (taxes, fees, contribution taxes or para-tax charges and any emoluments) directly or indirectly resulting from this agreement or from its performance will be the exclusive responsibility of the party required to pay the same, in the manner defined by tax law, without that party having a right to any reimbursement from the other party for any reason whatsoever.

10

SECTION 14 – ENVIRONMENTAL LIABILITY

14.1. The parties accept liability for compliance with laws and regulations relating to environmental protection, including for obtaining and keeping valid all the licenses, authorizations and studies required for the full performance of their activities and also must take the appropriate measures and perform the appropriate procedures to prevent any damage, danger or risk of harm to the environment that may be caused by the activities it conducts, even if through subcontractors or delegated to third parties.

SECTION 15 – CONFIDENTIALITY

15.1. The parties agree that the conditions contained in this agreement cannot be supplied or revealed to third parties and guarantee that only the employees who actually need them will have access to these conditions.

15.2. The parties undertake to keep the information referred to in item 14.1 above confidential for three (3) years from the date this agreement terminates.

15.3. Information requested by any government body or agency, regulatory agency or as determined by law can be provided. In any of these cases, however, the decision must be immediately communicated to the other party so that it may oppose the request. Failure to communicate this will be a breach of contract.

SECTION 16 – DIRECT IMPORTATION BY THE BUYER-PROMISOR

16.1. The parties agree that the BUYER-PROMISOR can negotiate, buy and directly import the QAV-1 aviation fuel it needs for its regular operations from a supplier abroad, under the terms and conditions allowed by Brazilian law.

16.2. BR will be the distributor of the aviation kerosene acquired abroad by the BUYER-PROMISOR in Brazil, with the parties being required to opportunely negotiate in good faith regarding the amount of the same and the conditions of the service.

16.3. BR can only be held liable for the into-plane operation of this product. The other operations that precede the arrival of this product in BR’s tanks at the airports are the BUYER-PROMISOR’s responsibility.

16.4. The product to be delivered to BR’s tanks must be in accordance with the quality rules established by the ANP and BR may refuse to receive this product if it does not comply with the specifications in effect.

SECTION 17 – FINAL PROVISIONS

17.1. The BUYER-PROMISOR and BR declare, for all legal purposes and effects, that the terms contained in this instrument resulted from negotiations conducted between the parties.

11

17.2. The parties undertake not to use, in any of the activities related to the performance of this instrument, child labor, under article 7(XXXIII) of the Brazilian Constitution in effect, as well as to make efforts so that this measure is adopted in the agreements signed with the suppliers of their inputs and/or service providers.

17.3. The parties undertake not to use labor in degrading work conditions in any of the activities related to the performance of this instrument, under penalty of suspension of the agreement and the application of the defaults and rescission penalties provided for in this agreement.

SECTION 18 – APPLICABLE LAW AND VENUE FOR THE AGREEMENT

18.1. This agreement will be governed by Brazilian law.

18.2. It is agreed that the venue for this agreement is the city of Rio de Janeiro, state of Rio de Janeiro, to the exclusion of all others, and that, in the event of litigation, the party in breach will bear the judicial and extrajudicial expenses and costs, as well as the attorneys’ fees calculated on the judgment amount.

And, having so agreed and contracted, they sign this instrument in two (2) identical copies, in the presence of two (2) witnesses, so that it has its proper and legal effects.

Rio de Janeiro, February 1, 2012.

/s/ José Lima de Andrade Neto	/s/ Andurte de Barros Filho
José Lima de Andrade Neto	Andurte de Barros Filho
PETROBRAS DISTRIBUIDORA S/A	PETROBRAS DISTRIBUIDORA S/A

/s/ John Rodgerson

John Rodgerson

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

WITNESSES:

/s/ Francelino da Silva Paes	/s/ Claudio Dissenha Portes
NAME: Francelino da Silva Paes	NAME: Claudio Dissenha Portes
Taxpayer ID [CPF/MF]: 013.585.757-03	Taxpayer ID [CPF/MF]: 301.878.009-44

12

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I – Fixed Differentials

Airport	ICAO	IATA	[*****]
Confins	SBCF	CNF	[*****]
Aracaju	SBAR	AJU	[*****]
Belem	SBBE	BEL	[*****]
Belo Horizonte	SBBH	PLU	[*****]
Brasilia	SBBR	BSB	[*****]
Boa Vista	SBBV	BVB	[*****]
Campo Grande	SBCG	CGR	[*****]
Caldas Novas	SBCN	CLV	[*****]
São J. dos Pinhais	SBCT	CWB	[*****]
Caxias do Sul	SBCX	CXJ	[*****]
Várzea Grande	SBCY	CGB	[*****]
Manaus	SBEG	MAO	[*****]
Florianópolis	SBFL	FLN	[*****]
Fortaleza	SBFZ	FOR	[*****]
Galeão	SBGL	GIG	[*****]
Goiânia	SBGO	GYN	[*****]
Guarulhos	SBGR	GRU	[*****]
Juiz de Fora	SBFJ	JDF	[*****]
João Pessoa	SBJP	JPA	[*****]
Juazeiro do Norte	SBJU	JDO	[*****]
Campinas	SBKP	VCP	[*****]
Londrina	SBLO	LDB	[*****]
Marília	SBML	MII	[*****]
Maceió	SBMO	MCZ	[*****]
Natal	SBNT	NAT	[*****]
Porto Alegre	SBPA	POA	[*****]
Palmas	SBPJ	PMW	[*****]
Petrolina	SBPL	PNZ	[*****]
Porto Seguro	SBPS	BPS	[*****]
Recife	SBRF	REC	[*****]
Santos Dumont	SBRJ	SDU	[*****]
Ribeirão Preto	SBRP	RAO	[*****]
São J. dos Campos	SBSJ	SJK	[*****]
São Luís	SBSL	SLZ	[*****]
Congonhas	SBSP	CGH	[*****]
São J. do Rio Preto	SBSR	SJP	[*****]
Salvador	SBSV	SSA	[*****]
Comandatuba	SBTC	UMA	[*****]
Teresina	SBTE	THE	[*****]
Uberlândia	SBUL	UDI	[*****]
Uberaba	SBUR	UBA	[*****]
Vitória	SBVT	VIX	[*****]
São Carlos	SDSC	QSC	[*****]
Bauru	SJTC	JTC	[*****]
Navegantes	SBNF	NVT	[*****]
Maringá	SBMG	MGF	[*****]
Goiânia (Zona da Mata)	SDZY	IZA	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

13

APPENDIX II – Aircraft Defueling

AIRPORT	IATA	MANAGER	TELEPHONE	SPECIFIED JET A-1			JET A-1 SUSPECTED OF CONTAMINATION
				MAXIMUM VOLUME		ADVANCE NOTICE	MAXIMUM VOLUME		ADVANCE NOTICE
CONGONHAS	CGH	Adriana	11-5031-8204		17 m³	1.5 hours		17 m³		10 hours
		Guimarães	11-9622-2567
GUARULHOS	GRU	Carlos	11-6445-5915		18 m³	2.5 hours		30 m³		10 hours
		Rodrigues	11-9919-3019			Except from 7:30
						to 11:00 and from
						20:00 to 23:00
SÃO JOSÉ	SJK	Carlos	19-3725-5788		18 m³	2.5 hours		51 m³		10 hours
DOS		Rodrigues	19-9798-7331
COMPOS [sic]
PORTO	POA	Luiz Tadeu	51-3358-2089		12 m³	4 hours		17 m³		6 hours
ALEGRE		Pacheco	51-9973-9407
BRASÍLIA	BSB	Ernesto	61-3365-3105		50 m³	<5 m³ =1 hour		37 m³		10 hours
		Denti				>5m³p 2 hours
CAMPINAS	VCP	Rogerio	19-3725-5788		38 m³	2 hours		30 m³		10 hours
		Leite	19-9798-7331
CAMPO	CRG	Beltrão	19-3725-5787		10 m³	2 hours		30 m³		10 hours
GRANDE		Lopes
		Júnior
GALEÃO	GIG	Alexandre	21-3398-5333		120 m³	<5 m³ =1 hour		120 m³		6 hours
		Melo				>5m³p 2 hours
CONFINS	CNF	Luis	31-3689-2120		30 m³	1 hour		30 m³		6 hours
		Claudio	31-9977-4688
RECIFE	REC	Roberto	81-3464-4630		18 m³	4 hours		35 m³		10 hours
SALVADOR	SSA	Tiago	71-3204-1054		33 m³	4 hours		30 m³		10 hours
		Dezordi	71-9918-9704

14

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX III – [*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

15

CONFIDENTIAL TREATMENT REQUESTED

FIRST ADDENDUM TO THE AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER COVENANTS, which is entered into between:

PETROBRAS DISTRIBUIDORA S.A., with its head office at Rua General Canabarro 500, Ground Floor, 6^th and 11^th floors (partial), 12^th through 16^th floors, in the city of Rio de Janeiro, with corporate taxpayer ID number [CNPJ] 34.274.233/0001-02, represented here in accordance with its corporate bylaws, by its Executive Manager for Aviation Products, Mr. Francelino da Silva Paes, from here onwards referred to as “BR”; and

AZUL LINHAS AÉREAS BRASILEIRAS S.A., with its head office at Alameda Surubiju 2010 and 2050, Block C, Alphaville, Barueri, SP, with corporate taxpayer ID number [CNPJ/MF] 09.296.295/0001-60 represented here in accordance with its corporate bylaws and from here onwards referred to as the BUYER-PROMISOR;

Whereas BR and the BUYER-PROMISOR entered into an Agreement for Commercial Purchase and Sale and Other Covenants for the supply, by the former, of QAV-1 aviation kerosene;

Whereas the Parties intend to change the amount of the “Fixed Differential” and the aircraft defueling amount from the mentioned agreement;

The Parties resolve to enter into this ADDENDUM, which is to be governed by the following terms:

I – The Parties agree to amend “Appendix I – Fixed Differentials” from the Agreement, with this instrument coming to be effective.

II – The Parties agree to change the defueling amount provided for in item 3.1 of section 3, with the following wording come to be effective:

3.1. For the BUYER-PROMISOR aircraft defueling operations, the Parties agree that a fixed price will be charged per defueling operation in the amount of [*****], plus a variable amount per liter defueled and refueled, corresponding to the amount of the fixed differential charged at the airport.

III – The contracting parties expressly ratify all the terms and conditions of the agreement amended here that were not expressly amended by this instrument.

And, having so agreed and contracted, the Parties sign this instrument in three (3) identical copies, in the presence of two witnesses, who also sign it.

Rio de Janeiro, November 1, 2012.

PETROBRAS DISTRIBUIDORA S/A	PETROBRAS DISTRIBUIDORA S/A
Francelino da Silva Paes	Cláudio Dissenha Portes

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

16

/s/ Francelino da Silva Paes AZUL LINHAS AÉREAS BRASILEIRAS S.A. Renato Covelo Agent	/s/ Cláudio Dissenha Portes
WITNESS: /s/ Rodrigo Mota Guimarães	WITNESS: /s/ Guilherme Paixaõ Rodrigues Pereira
NAME: Rodrigo Mota Guimarães	NAME: Guilherme Paixaõ Rodrigues Pereira
ID [RG]: 10553977-8	ID [RG]: 12653843-6
Taxpayer ID [CPF/MF]: 053.009.147-03	Taxpayer ID [CPF/MF]: 098181457-39

17

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I – Fixed Differentials

LOCALE/AIRPORT	[*****]	[*****]
BAURU	[*****]	[*****]
ARACAJU	[*****]	[*****]
ALTA FLORESTA	[*****]	[*****]
BELEM	[*****]	[*****]
BRASILIA	[*****]	[*****]
BOA VISTA	[*****]	[*****]
BARRA DO GARÇAS	[*****]	[*****]
CAMPO GRANDE	[*****]	[*****]
PARAUAPEBAS	[*****]	[*****]
CRICIUMA	[*****]	[*****]
CALDAS NOVAS	[*****]	[*****]
CAMPOS DOS GOYTACAZES	[*****]	[*****]
CORUMBA	[*****]	[*****]
SÃO JOSÉ DOS PINHAIS	[*****]	[*****]
CAXIAS DO SUL	[*****]	[*****]
VARZEA GRANDE	[*****]	[*****]
CRUZEIRO DO SUL	[*****]	[*****]
MANAUS	[*****]	[*****]
FLORIANÓPOLIS	[*****]	[*****]
FORTALEZA	[*****]	[*****]
RIO DE JANEIRO (GALEÃO)	[*****]	[*****]
GOIÂNIA (ZONA DA MATA)	[*****]	[*****]
GUARULHOS	[*****]	[*****]
ALTAMIRA	[*****]	[*****]
ITAITUBA	[*****]	[*****]
BAYEUX	[*****]	[*****]
JUAZEIRO DO NORTE	[*****]	[*****]
CAMPINAS	[*****]	[*****]
LONDRINA	[*****]	[*****]
MARABÁ	[*****]	[*****]
MACAÉ	[*****]	[*****]
MARÍLIA	[*****]	[*****]
RIO LARGO	[*****]	[*****]
PARNAMIRIM	[*****]	[*****]
PORTO ALEGRE	[*****]	[*****]
PALMAS	[*****]	[*****]
PETROLINA	[*****]	[*****]
PONTA PORÃ	[*****]	[*****]
PORTO SEGURO	[*****]	[*****]
PORTO VELHO	[*****]	[*****]
RIO BRANCO	[*****]	[*****]
RECIFE	[*****]	[*****]
RIO DE JANEIRO (SANTOS DUMONT)	[*****]	[*****]
RIBEIRÃO PRETO	[*****]	[*****]
SÃO JOSÉ DOS CAMPOS	[*****]	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

18

CONFIDENTIAL TREATMENT REQUESTED

SÃO LUÍS	[*****]
SANTA MARIA	[*****]
SANTARÉM	[*****]
SÃO PAULO	[*****]
SÃO JOSÉ DO RIO PRETO	[*****]
SALVADOR	[*****]
UNA	[*****]
TERESINA	[*****]
TEFÉ	[*****]
TABATINGA	[*****]
SÃO GABRIEL DA CACHOEIRA	[*****]
VILHENA	[*****]
VITÓRIA	[*****]
CAMPINAS	[*****]
SÃO CARLOS	[*****]
BONITO	[*****]
DOURADOS	[*****]
GURUPI	[*****]
JI-PARANÁ	[*****]
CÁCERES	[*****]
SINOP	[*****]
BELO HORIZONTE	[*****]
LAGOA SANTA	[*****]
JUIZ DE FORA	[*****]
MONTES CLAROS	[*****]
UBERLÂNDIA	[*****]
UBERABA	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

19

EX-10.8

Exhibit 10.8

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 the Securities and Exchange Commission.

AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER COVENANTS, which is entered into between:

PETROBRAS DISTRIBUIDORA S.A., with its head office at Rua General Canabarro 500, 11^th 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,

TRIP LINHAS AÉREAS, with its head office at Av. Cambacicas 1200, Parque Imperador, Campinas, state of São Paulo, with corporate taxpayer ID number [CNPJ] 02.428.624/0001-30, represented here in accordance with its corporate bylaws, from here onwards referred to as “TRIP”:

TRIP and BR can be designated jointly as “parties” or singly as “party”;

They resolve to sign this agreement, which will be governed by the following terms and conditions:

SECTION 1 - PURPOSE

1.1. BR promises to sell to TRIP and the latter, in turn, promises to buy from BR the quantities of JET A-1 aviation kerosene that represent [*****] of TRIP’s [*****] consumption for a period of [*****], in accordance with the attached table (Appendix I).

1.2. The product described in the item above is intended for TRIP’s own consumption, for the performance of its activity at the locales provided for in Appendix I.

1.3. If BR comes to install new fueling stations at airports at which it does not currently supply JET A-1 aviation kerosene, TRIP will have the option of including these airports within the coverage of this agreement and an addendum to this agreement will be prepared for that purpose.

1.4. Either of the parties can at any time and without any cost cease to operate at any of the airports listed in Appendix I, so long as it gives the other party at least [*****] advance notice. In these cases, the parties will remain obligated to fulfill this agreement in regard to the operations at the other airports.

1.5. If it is proven that it is temporarily impossible for BR to supply its products at any of the airports where it has a presence, TRIP will be allowed to acquire products from another company in order to maintain its normal operations or the regularity of the same, without this being a breach or violation of the duties assumed in this agreement.

1.5.1. As soon as BR resumes normal supply, TRIP will go back to fueling with BR.

SECTION 2 - PRICE AND MANNER OF PAYMENT

2.1. The product that is the object of this agreement will be sold by BR to TRIP and invoiced for at the price charged by BR on the day and at the place of delivery.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

1

CONFIDENTIAL TREATMENT REQUESTED

2.2. The price composition in Brazil will observe:

2.2.1. In the composition of the price of the JET A-1, the producer establishment price will observe Interministerial Ordinance 8 of January 28, 1999, issued by the Ministry of Mines and Energy and the Treasury Ministry, and Ordinances 177 of December 2, 1998, and 179 of December 3, 1998, from the National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do Petróleo, Gás Natrual e Biocombustíveis), or ANP, or other laws that may replace them.

2.2.2. The following will be added to the producer price:

2.2.2.1. The portion called “Fixed Differential,” the amount of which in R$/L (reais per liter) is specified in Appendix I, which, initialed by the parties, is an integral part of this instrument, with an annual inflation adjustment at the rate of the General Market Price Index (Índice Geral de Preços - Mercado), or IGP-M, which is published by the Getúlio Vargas Foundation (Fundação Getúlio Vargas).

2.2.2.2. The Variable Lease amount charged by INFRAERO, the State Company that manages Brazilian airports, or by any other company responsible for managing the infrastructure of the Airport in question, which, in the case of INFRAERO, represents [*****] of the price established in section 2.2.1.

2.2.2.3. The Tax on the Circulation of Merchandise and Services (Imposto sobre Circulação de Mercadorias e Serviços), or ICMS, rate owed according to the rates for each Brazilian State, and any legally required taxes, rates and fees.

2.2.2.4. The finance charge amount will be established at [*****] per month, calculated pro rata in relation to the payment period given to TRIP.

2.2.2.5. The producer price varies according to the refinery location in accordance with Appendix I and BR must therefore notify TRIP every time prices are updated at the refineries.

SECTION 3 - MANNER OF PAYMENT

3.1. The product sold by BR will be measured at delivery and invoiced for payment on the following terms:

• Product supplied from the [*****] day will be paid on the [*****] day of the same month;

• Product supplied from the [*****] day will be paid on the [*****] day of the subsequent month;

• Product supplied from the [*****] day will be paid on the [*****] day of the subsequent month.

3.2. It is understood that the payment period is established because of the current market conditions. The parties undertake to re-examine the payment period by joint agreement if the current market conditions change.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

2

CONFIDENTIAL TREATMENT REQUESTED

3.3. The payment must be made through bank deposit or at BR’s head office in the city of Rio de Janeiro or, also, at another location agreed to in advance by the parties for this purpose.

3.4. The payment period that is referred to in item 3.1 is conditioned on TRIP’s credit limit being established.

3.5. It is clarified between the contracting parties that any price or payment period conditions provided to TRIP by BR that are different from those established in this instrument will be understood as mere liberality and can therefore be suspended or discontinued at any time at BR’s exclusive option, without any type of right being established for TRIP.

3.6. If there is a delay in the payment of invoices, TRIP will pay BR the debt adjusted according to the Interbank Certificate of Deposit (Certificado de Depósito Interbancário), or CDI rate, increased by late interest of [*****] per month, pro rata, and a fine of [*****] on the adjusted debt amount, with the late charges being incident from the maturity date of the respective instruments.

3.7. If there is a delay in the payment of the invoices, BR can require payment of the product price at the time of its delivery, in cash, from TRIP.

SECTION 4 - AIRCRAFT DEFUELING

4.1. For the operations for defueling TRIP’s aircraft, the Parties agree a fixed price per defueling operation will be charged in the amount of [*****], plus a variable amount per liter defueled and refueled, corresponding to the amount of the fixed differential charged at the airport.

4.2. When it is requested by TRIP and at the airports with availability for this type of operation, which are listed in Appendix II to these agreements, BR can conduct the operation of defueling aircraft.

4.3. A request for defueling must be sent to the BR employee or BR reseller responsible for the airport where the service will be performed. The request must be made in writing, through a document signed by an employee of TRIP or by an e-mail in which he or she is identified. BR will provide and keep updated a list with contact information for the managers at its bases, contained in Appendix II.

4.4. The receipt of the defueling request must comply with the prior notice period stated by BR to perform the service, in accordance with Appendix II.

4.5. The product that is defueled must be returned to TRIP by refueling in the same aircraft or another aircraft of TRIP, [*****]. In cases where there is a suspicion of contamination of the defueled product, the fuel must be submitted to analysis, storage and, when appropriate, disposal. The costs in reference to the analysis, storage, transportation and disposal will be stated in advance to TRIP and responsibility for them will be analyzed by the parties on a case-by-case basis.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

3

4.6. The defueled product will remain stored for maximum periods and in maximum volumes determined for each airport, as a function of each one’s operating capacity. These periods and volumes are specified in appendix II to this agreement.

4.7. If TRIP does not comply with any of the conditions defined above, BR reserves the right to not effectuate the defueling operations, on written notice to TRIP.

SECTION 5 - BR’S OBLIGATIONS

5.1. These are BR’s specific responsibilities, in addition to the others implicitly or explicitly contained in the various terms and conditions of this agreement:

5.1.1. To supply the JET A-1 necessary to meet the entire monthly consumption contracted for by TRIP, at the locations defined in Appendix I, at times compatible with the operation of its flights, listed on the Transportation Times (Horários de Transporte), or HOTRAN, published by the National Civil Aviation Agency (Agência Nacional de Aviação Civil) in Brazil, or at the time communicated to BR by TRIP in advance under the local rules, as well as all TRIP’s other unscheduled, charter, affreightment, training and repositioning flights that require fuel supply.

5.1.2. To maintain prompt, quality service according to the standards agreed for operations of this type, making all possible efforts and using all possible resources for good performance of the services contracted for here.

5.1.3. To zealously care for and protect the confidential information to which it has access, as well as the assets and goods delivered by TRIP for performance of the services contracted for here.

5.1.4. To have personnel and equipment appropriate for the performance of the services contracted for here.

5.1.5. To strictly fulfill the fueling of TRIP’s aircraft on the days and times of its flights, thereby undertaking to bear the expenses, costs and fines when these are properly proven to be a problem created by the supplier.

5.16. To give maximum prior notice of any changes necessary for the fueling of the aircraft requested by TRIP.

5.1.7. BR is fully responsible for its employees and agents who are members of its work team, for all their acts and actions, including for any physical damage caused to TRIP’s aircraft and employees, as well as for any employment claims which could be brought against TRIP.

5.1.8. To maintain the quality of the products supplied within the technical specifications, free of water or other contaminants, being required to keep the reports from the periodic tests necessary to prove this quality available.

5.1.9. To comply with and see that its employees and agents comply with all the legal and regulatory requirements related to its activity as a Petroleum Derivatives Distributor, especially the Resolutions, Ordinances and other rules issued by the Brazilian Government regulatory agency.

4

CONFIDENTIAL TREATMENT REQUESTED

5.1.10. BR will not be held liable for any lack of aviation kerosene at the locations and times alluded to in sub-item 5.1.1 when this lack results from Government Acts and any other events of force majeure or an act of God, in which case BR will make its best efforts to maintain the supply to TRIP.

5.1.11. To conduct the defueling operations requested by TRIP, respecting the conditions established in this agreement.

5.1.12. To keep TRIP informed regarding the reasons for any delays that occur in the fueling operations, defining the improvements necessary for monitoring and optimizing operational performance.

5.1.13. To standardize the exchange of information about airports using the IATA abbreviation in the delay reports, price schedule and other reports as agreed between the parties.

5.1.14. To maintain all the insurance necessary for the performance of the services contracted for here, keeping all its employees and vehicles insured, including full coverage for harm caused to TRIP aircraft.

5.2. BR undertakes to reimburse, directly or through an insurance company, any additional cost TRIP comes to bear that is shown to have originated from any operational failures imputed to BR.

5.3. Taking into consideration that TRIP’s services are governed by the National Civil Aviation Agency and TRIP must strictly maintain its departure times, BR must strictly observe and comply with the fueling times for TRIP’s flights, being solely and fully responsible for delays in the departure times due to fueling failures.

5.3.1. BR will pay TRIP a fine of [*****] per delay event that has been proven to be BR’s responsibility and exceeds [*****] from the time scheduled on HOTRAN or communicated in advance by TRIP.

SECTION 6 - TRIP’S OBLIGATIONS

6.1. These are TRIP’s specific responsibilities, in addition to the others implicitly or explicitly contained in the various terms and conditions of this agreement:

6.1.1. To acquire the percentage of its aviation kerosene consumption contracted for at the locales specified in Appendix I from BR during the effective term of this agreement. For this purpose, TRIP must monthly communicate the total volume consumed by airport and supplier by the [*****] of the following month so that BR and TRIP can monitor compliance with the volume contracted for.

6.1.2. To consult BR regarding the possibility of service at locations where BR is present at the airports.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

5

6.1.3. To make the payments of the amounts corresponding to the supply provided by BR, according to that stipulated in section 2 of this instrument.

6.1.4. To not assign, subrogate, negotiate or, in any form or by any method, transfer this agreement or any rights or obligations arising from it, under penalty of the sanctions provided for in the agreement.

6.1.5. To comply with and ensure compliance with all the Laws and Regulations, positions and rules in effect in relation to the performance of its activities, accepting liability for the payment of any amounts spent by BR or any loss it comes to suffer as a direct or indirect results of the breach of this obligation;

6.1.6. To maintain and preserve all the materials, elements and items that bear the BR brand in perfect condition, operation, cleanliness and presentation while the fueling lasts, including preserving the environment.

6.1.7. Bearing in mind that the BR products have adequate quality, ensuring TRIP certainty of the quality standards of the products supplied to it, TRIP undertakes to verify the quality control of the products received and the exact performance of this agreement, particularly in regard to the safety, health and environmental conservation rules.

SECTION 7 - ACT OF GOD AND FORCE MAJEURE

7.1. Neither of the parties can be held liable for failure to fulfill the obligations under this agreement if such failure is caused by force majeure or an act of God, under article 393 of the Brazilian Civil Code.

7.2. The applicability of this agreement will be suspended if there is an event of force majeure or an act of God that impedes its fulfillment by either of the parties, with its performance continuing as soon as the cause that gave rise to the suspension ends.

7.3. If the suspension mentioned in item 8.2 occurs, the effective term of this agreement will be automatically extended by the time necessary to compensate for the period during which performance of the agreement was suspended.

7.4. When the suspension period mentioned in item 8.2 below ends, if the breach of any of the obligations assumed here by the parties occurs, this agreement will be automatically rescinded, with the application of the penalties provided for in this instrument against the party in breach, with the terms of section 7.3 being observed.

SECTION 8 - REGULATORY AGENCY

8.1. TRIP undertakes to reimburse BR for any fines that the latter is subject to as a result of TRIP’s violation of orders and instructions from the National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do Petróleo, Gás Natrual e Biocombustíveis), or ANP, and/or other agencies with jurisdiction to regulate the sale and distribution of petroleum derivative and ethanol products and products from other sources of energy.

8.2. The supply of the products indicated in item 1.1 is subordinated to normal market supply conditions and subject to changes that may be imposed in Brazil by the ANP and/or by other agencies with jurisdiction to regulate the supply of petroleum derivatives, ethanol and other sources of energy in Brazil and abroad, including in regard to prices, delivery deadlines and payment.

6

SECTION 9 - EMPLOYMENT LIABILITY

9.1. With the nature of this Agreement and of the services that make up its purpose being respected, the professionals hired by BR to perform the services contracted for here will be subordinated to BR’s rules and orders and will have an employment relationship only with BR, with no other employment relationship between these professionals and TRIP being established.

9.2. Any and all costs or expenses, whether of an employment nature or not, that involve the professionals hired by BR, including, but not limited to, the payment of salary, overtime, additional payments, charges related to the National Social Security Institute (Instituto Nacional do Seguro Social), or INSS, or to the Employee’s Time in Service Guarantee Fund (Fundo de Garantia do Tempo de Serviço), or FGTS, expenses and attorneys fees related to employment lawsuits and damages, will be BR’s sole and exclusive responsibility.

9.3. BR agrees to hold TRIP harmless from any and all employment liability that, under this Agreement, is not TRIP’s liability, including the civil and employment liabilities mentioned in this Section 9, and undertakes to indemnify TRIP for any and all losses TRIP may bear, suffer or incur as a result of the attribution of employment liabilities to TRIP that, under this Agreement, are attributable to BR.

SECTION 10 - SUCCESSION

10.1. The obligations assumed here extend to the successors and/or assigns of the contracting parties and to all the persons who come to operate and/or be subrogated in TRIP’s activity, for any reason, with any contracting party being released from its obligations only through the other party’s written consent.

SECTION 11 - TOLERANCE

11.1. Any tolerance by one party in relation to any contractual violations of the other party will not result in a novation or the waiver of the rights that are assured it by law and by this instrument.

SECTION 12 - TAXES

12.1. All the taxes (taxes, fees, contribution taxes or para-tax charges and any emoluments) directly or indirectly resulting from this agreement or from its performance will be the exclusive responsibility of the party required to pay the same, in the manner defined by tax law, without that party having a right to any reimbursement from the other party for any reason whatsoever.

7

SECTION 13 - ENVIRONMENTAL LIABILITY

13.1. The PARTIES accept liability for compliance with laws and regulations relating to environmental protection, including for obtaining and keeping valid all the licenses, authorizations and studies required for the full performance of their activities, and also must take the appropriate measures and perform the appropriate procedures to prevent any damage, danger or risk of harm to the environment that may be caused by the activities it conducts, even if through subcontractors or delegated to third parties.

SECTION 14 - CONTRACTUAL GOOD-FAITH

14.1 TRIP and BR declare for all legal purposes and effects that the conditions contained in this instrument have resulted from negotiations conducted between the parties.

SECTION 15 - SOCIAL FUNCTION OF THE AGREEMENT

15.1. The parties undertake not to use, in any of the activities related to the performance of this instrument, child labor, under article 7(XXXIII) of the Brazilian Constitution in effect, as well as to make efforts so that this measure is adopted in the agreements signed with the suppliers of their inputs and/or service providers.

15.2. The parties undertake not to use labor in degrading work conditions in any of the activities related to the performance of this instrument, under penalty of suspension of the agreement and the application of the defaults and rescission penalties provided for in this agreement.

SECTION 16 - CONFIDENTIALITY

16.1. The PARTIES agree that the conditions contained in this agreement cannot be supplied or revealed to third parties and guarantee that only the employees who actually need them will have access to these conditions.

16.2. The PARTIES undertake to keep the information referred to in item 16.1 above confidential for three (3) years from the date this transaction terminates.

16.3. Information requested by any government body or agency, regulatory agency or as determined by law can be provided. In any of these cases, however, the decision must be immediately communicated to the other party so that it can oppose the request. Failure to communicate this will be a breach of contract.

SECTION 17 - APPLICABLE LAW AND VENUE FOR THE AGREEMENT

17.1. This agreement will be governed by Brazilian law.

17.2. It is agreed that the venue for this agreement is the city of Rio de Janeiro, state of Rio de Janeiro, to the exclusion of all others, and that, in the event of litigation, the party in breach will bear the judicial and extrajudicial expenses and costs, as well as the attorneys’ fees calculated on the judgment amount.

8

And, having so agreed and contracted, they sign this instrument in two (2) identical copies, in the presence of two (2) witnesses, so that it has its proper and legal effects.

Rio de Janeiro, September 1, 2011.

/s/ Francelino Silva Paes	/s/ José Mario Caprioli dos Santos
Francelino Silva Paes	José Mario Caprioli dos Santos
PETROBRAS DISTRIBUIDORA S/A	TRIP LINHAS AÉREAS S/A
/s/ Cláudio Dissenha Portes	/s/ Evandro Braga de Oliveira
Cláudio Dissenha Portes	Evandro Braga de Oliveira
PETROBRAS DISTRIBUIDORA S/A	TRIP LINHAS AÉREAS S/A
WITNESSES:
/s/ Rodrigo Mota Guimarães	/s/ Leonardo Zerbone da Costa
NAME: Rodrigo Mota Guimarães	NAME: Leonardo Zerbone da Costa
Taxpayer ID [CPF/MF]: 053.009.147-03	Taxpayer ID [CPF/MF]: 005.176.367-27

9

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I

LOCALE	STATE	FIXED DIFFERENTIAL (R$ / liter)
1     BRASÍLIA	DF		[*****]
2     CAMPINAS	SP		[*****]
3     PORTO ALEGRE	RS		[*****]
4     RECIFE	PE		[*****]
5     GALEÃO	RJ		[*****]
6     SALVADOR	BA		[*****]
7     SANTOS DUMONT	RJ		[*****]
8     GUARULHOS	SP		[*****]
9     BELÉM	PA		[*****]
10   CURITIBA	PR		[*****]
11   MACEIÓ	AL		[*****]
12   NATAL	RN		[*****]
13   VITÓRIA	ES		[*****]
14   CAMPO GRANDE	MS		[*****]
15   FLORIANÓPOLIS	SC		[*****]
16   GOIÂNIA	GO		[*****]
17   LONDRINA	PR		[*****]
18   PORTO VELHO	RO		[*****]
19   RIO BRANCO	AC		[*****]
20   RIBEIRÃO PRETO	SP		[*****]
21   SANTARÉM	PA		[*****]
22   SÃO JOSÉ DOS CAMPOS	SP		[*****]
23   SÃO LUÍS	MA		[*****]
24   SÃO JOSÉ DO RIO PRETO	SP		[*****]
25   CUIABÁ	MT		[*****]
26   PAMPULHA	MG		[*****]
27   BOA VISTA	RR		[*****]
28   FORTALEZA	CE		[*****]
29   PETROLINA	PE		[*****]
30   CRICIÚMA	SC		[*****]
31   CONFINS	MG		[*****]
32   MANAUS	AM		[*****]
33   ALTAMIRA	PA		[*****]
34   BONITO	MS		[*****]
35   CORUMBÁ	MS		[*****]
36   CRUZEIRO DO SUL	AC		[*****]
37   DOURADOS	MS		[*****]
38   ALTA FLORESTA	MT		[*****]
39   ITAITUBA	PA		[*****]
40   CARAJÁS	PA		[*****]
41   JI-PARANÁ	RO		[*****]
42   PALMAS	TO		[*****]
43   SÃO CARLOS	SP		[*****]
44   SÃO GABRIEL DA CACHOEIRA	AM		[*****]
45   SINOP	MT		[*****]
46   TABATINGA	AM		[*****]
47   TEFÉ	AM		[*****]
48   VILHENA	RO		[*****]
49   MONTES CLAROS	MG		[*****]
50   JUIZ DE FORA	MG		[*****]
51   UBERLÂNDIA	MG		[*****]
52   UBERABA	MG		[*****]
53   CAMPOS DOS GOYTACAZES	RJ		[*****]
54   MACAÉ	RJ		[*****]
55   PONTA PORÃ	MS		[*****]
56   JUAZEIRO DO NORTE	CE		[*****]
57   MARABÁ	PA		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

10

APPENDIX II - Aircraft Defueling

AIRPORT	IATA	MANAGER	TELEPHONE	SPECIFIED JET A-1		JET A-1 SUSPECTED OF             CONTAMINATION
				MAXIMUM VOLUME	ADVANCE NOTICE	MAXIMUM VOLUME	ADVANCE NOTICE
CONGONHAS	CGH	Adriana Guimarães	11-5031-8204 11-9622-2567	17 m³	1.5 hours	17 m³	10 hours
GUARULHOS	GRU	Carlos Rodrigues	11-6445-5915 11-9919-3019	18 m³	2.5 hours Except from 7:30 to 11:00 and from 20:00 to 23:00	30 m³	10 hours
SÃO JOSÉ DOS CAMPOS	SJK	Carlos Rodrigues	19-3725-5788 19-9798-7331	18 m³	2.5 hours	51 m³	10 hours
PORTO ALEGRE	POA	Luiz Tadeu Pacheco	51-3358-2089 51-9973-9407	12 m³	4 hours	17 m³	6 hours
BRASÍLIA	BSB	Edoardo Denti	61-3365-3105 61-9989-4968	50 m³	<5 m³ =1 hour >5m³p 2 hours	37 m³	10 hours
CAMPINAS	VCP	Rogerio Leite	19-3725-5788 19-9798-7331	38 m³	2 hours	30 m³	10 hours
CAMPO GRANDE	CRG	Beltrão Lopes Júnior	19-3725-5787	10 m³	2 hours	30 m³	10 hours
GALEÃO	GIG	Rogerio Fuchs	21-3398-5333 21-9999-9918	120 m³	<5 m³ =1 hour >5m³p 2 hours	120 m³	6 hours
CONFINS	CNF	Luiz Claudio	31-3689-2120 31-9977-4688	30 m³	1 hour	30 m³	6 hours
RECIFE	REC	Roberto de Oliveira	81-3322-4630 81-9968-7711	18 m³	4 hours	35 m³	10 hours
SALVADOR	SSA	Tiago Dezordi	71-3204-1054 71-9918-9704	33 m³	4 hours	30 m³	10 hours

11

CONFIDENTIAL TREATMENT REQUESTED

FIRST ADDENDUM TO THE AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER COVENANTS, which is entered into between:

PETROBRAS DISTRIBUIDORA S.A., with its head office at Rua General Canabarro 500, ground, 6^th and 11^th (part), 12^th through 16^th floors, in the city of Rio de Janeiro, with corporate taxpayer ID number [CNPJ] 34.274.233/0001-02, represented here in accordance with its corporate bylaws by its Aviation Products Executive Manager, Mr. Francelino da Silva Paes, from here onwards referred to as “BR,” and, on the other side,

TRIP LINHAS AÉREAS, with its head office at Av. Cambacicas 1200, Parque Imperador, Campinas, state of São Paulo, with corporate taxpayer ID number [CNPJ] 02.428.624/0001-30, represented here by its President, Mr. José Mário Caprioli dos Santos, from here onwards referred to as “TRIP”:

Whereas BR and TRIP entered into the Agreement for the Commercial Purchase and Sale and Other Covenants for the supply, by the former, of JET A-1 aviation kerosene on September 1, 2011;

Whereas the Parties intend to amend sections 1 and 2 of that agreement;

The Parties resolve to enter into this ADDENDUM, which will be governed by the following terms and conditions:

SECTION 1 - PURPOSE

I - The purpose of this Addendum is to amend section 1.1 and 1.3 of the agreement being amended here, so that the sections contain the following wording:

“SECTION 1 - PURPOSE

1.1. BR promises to sell to TRIP and the latter, in turn, undertakes to buy from BR the quantities of JET A-1 aviation kerosene that represent TRIP’s [*****] consumption, at all the locations listed in Appendix I, for a period of [*****]”

1.3. If BR comes to install new fueling stations at airports at which it does not currently supply JET A-1 aviation kerosene, TRIP is required to fulfill the [*****] clause in item 1.1 above, independent of an addendum to this agreement.

II - The purpose of this Addendum is also to amend section 2.2.2.4, so that this section contains the following wording:

“SECTION 2 - PRICE

(…)

2.2.2.4. The finance charge amount will be established at [*****] per month, calculated pro rata in relation to the payment period given to TRIP.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

12

CONFIDENTIAL TREATMENT REQUESTED

III - The purpose of this Addendum is also to amend section 2 of the agreement (Price) to include a clause for the acquisition of JET A-1 at a fixed price, as follows:

“SECTION 2 - PRICE

(…)

2.3. The special “fixed price” pricing will take into account the market conditions for the period during which it will be applied to establish the price, in accordance with the process described in item 2.3.1 and its subitems. TRIP can freely choose the period for its application, with it being the case that it must be at least [*****] and at most extend to the end of the effective term of this agreement. If TRIP wishes to qualify for this pricing option, it must request evaluation rounds from BR on any business day that precedes the last business day of the month (n-2).

2.3.1. For TRIP to be able to evaluate the viability of choosing the special “fixed price” pricing described in item 2.3, the following procedures must be observed during the evaluation rounds:

2.3.1.1. When requesting a fixed-price offer, TRIP must choose to receive the offer of the fixed price that will be effective during the month (n) in United States dollars or reais per liter, with all the taxes included.

2.3.1.2. In the event United States dollars are chosen, the amount will be converted to reais per liter at the average United States dollar sell price during the period between the nineteenth (19^th) and twenty-third (23^rd) days of the month (n-1), as published by the Brazilian Central Bank;

2.3.1.3. D-Day: TRIP requests the following parameters from BR in writing: monthly volume, the period and the maximum price of interest, by Supply Point;

2.3.1.4. D+1 Day: By 12:00 PM Brasília time of the business day after the day indicated in item 2.3.1.3, BR will state the following parameters in writing: price and monthly volume that can be sold at the “fixed rate” during the requested period, by Supply Point, and TRIP will confirm its intention to contract by Supply Point at special prices by 15 minutes after the quote is sent, by e-mail.

2.3.1.5. D+2 Date: BR will confirm in writing the monthly volume actually accepted with special pricing by Supply Point during the period requested by 12:00 PM Brasília time of the business day following the day stated in item 2.3.1.4;

2.3.1.6. In the event there is more than one round in which this pricing is effectively accepted by TRIP, the fixed-price in effect during the application period agreed to will be calculated at the weighted average of the prices and monthly volumes closed in the n-rounds, in accordance with the table below, rounded to four (4) decimal points:

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

13

CONFIDENTIAL TREATMENT REQUESTED

2.3.2. The monthly volume TRIP effectively accepts with special “fixed price” pricing must be taken with priority and completely at each Supply Point. If this contracted volume is not taken for any reason, TRIP will be responsible for reimbursing BR for the storage cost for the product, which will be [*****] a month.

2.3.3. Only the Ex-Refinery portion should be understood as being “fixed price”. The other portions that make up the final price of the JET-A1 can vary over the term of the agreement.

2.3.4. The monthly volume effectively contracted for by TRIP with special “fixed price” pricing must be completely taken within the month contracted for. If this volume contracted for is not taken for any reason, TRIP will be responsible for reimbursing BR for the storage cost for the product, which will be [*****] a month on the contracted ex-refinery price times the volume that was not taken.

IV - The purpose of this Addendum is also to amend section 3.1:

“SECTION 3 - FORM OF PAYMENT

3.1. The product sold by BR will be measured at delivery and invoiced for payment on the following terms:

• Product supplied from the [*****] will be paid on the [*****] of month [*****]

• Product supplied from the [*****] will be paid on the [*****] of month [*****]

• Product supplied from the [*****] will be paid on the [*****] of month [*****]

IV - This Addendum also includes sections 6.2, 6.2.1, 6.2.2 and 6.2.3 in the Agreement, which will have the following wording:

6.2. This agreement can be terminated by operation of law by the BUYER-PROMISOR from [*****], and without it being subject to any expenses, whether as indemnification, fine or of any other type, so long as it presents a formal proposal from another company that supplies QAV-1 (“Proposing Company”) to BR with a Fixed Differential less than that charged at the time of the presentation of the proposal and BR declares in writing within fifteen (15) days after the receipt of the mentioned proposal from the BUYER-PROMISOR that it does not intend to at least meet the amounts proposed by the Proposing Company.

6.2.1. If BR does not make a statement by the fifteen (15) day deadline, the BUYER-PROMISOR will consider that BR does not intend to offer amounts better than those proposed by the Proposing Company, with this agreement terminating in a manner established in section 6.2 above, with relation to the location(s) where BR cannot meet the offered fixed Differential. The Agreement will remain in effect and unchanged for the other airports.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

14

CONFIDENTIAL TREATMENT REQUESTED

6.2.2. For the location(s) where there is termination of the agreement (item 6.2), BR will be able to cease supply to the BUYER-PROMISOR seven days after the date of the notice from BR stating it will not meet the presented proposal.

6.2.3. If BR meets the Proposing Company’s offer, the BUYER-PROMISOR can only present a new proposal of amounts issued by the Proposing Company or by any other company that supplies QAV-1 after a period of [*****] has run from the presentation of the previous proposal by the BUYER-PROMISOR to BR, regardless of locations. These rules prevail in compliance with the periods mentioned above until the end of the effective term of this agreement.

SECTION 2 - GENERAL PROVISIONS

2.1. The contracting parties expressly ratify all the terms and conditions of the agreement amended here that were not expressly amended by this instrument.

And, having so agreed and contracted, they sign this instrument in three (3) identical copies, in the presence of two witnesses who also sign it.

Rio de Janeiro, January 2, 2012.

PETROBRAS DISTRIBUIDORA S/A	PETROBRAS DISTRIBUIDORA S/A
Francelino da Silva Paes	Cláudio Dissenha Portes
/s/ José Mario Caprioli dos Santos	/s/ Josué Ferreira de Gois
TRIP LINHAS AÉREAS S/A	TRIP LINHAS AÉREAS S/A
José Mario Caprioli dos Santos	Josué Ferreira de Gois
President	Adjunct Officer
WITNESSES:
NAME: Rodrigo Mota Guimarães	NAME:
ID [RG] 10553977-8	ID [RG]
Taxpayer ID [CPF/MF]: 053.009.147-03	Taxpayer ID [CPF/MF]:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

15

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX I

LOCALE/AIRPORT	Fixed Differential (R$ / L)
BAURU		[*****]
ARACAJU		[*****]
ALTA FLORESTA		[*****]
BELEM		[*****]
BRASILIA		[*****]
BOA VISTA		[*****]
BARRA DO GARÇAS		[*****]
CAMPO GRANDE		[*****]
PARAUAPEBAS		[*****]
CRICIUMA		[*****]
CALDAS NOVAS		[*****]
CAMPOS DOS GOYTACAZES		[*****]
CORUMBA		[*****]
SÃO JOSÉ DOS PINHAIS		[*****]
CAXIAS DO SUL		[*****]
VARZEA GRANDE		[*****]
CRUZEIRO DO SUL		[*****]
MANAUS		[*****]
FLORIANÓPOLIS		[*****]
FORTALEZA		[*****]
RIO DE JANEIRO (GALEÃO)		[*****]
GOIÂNIA (ZONA DA MATA)		[*****]
GUARULHOS		[*****]
ALTAMIRA		[*****]
ITAITUBA		[*****]
BAYEUX		[*****]
JUAZEIRO DO NORTE		[*****]
CAMPINAS		[*****]
LONDRINA		[*****]
MARABÁ		[*****]
MACAÉ		[*****]
MARÍLIA		[*****]
RIO LARGO		[*****]
PARNAMIRIM		[*****]
PORTO ALEGRE		[*****]
PALMAS		[*****]
PETROLINA		[*****]
PONTA PORÃ		[*****]
PORTO SEGURO		[*****]
PORTO VELHO		[*****]
RIO BRANCO		[*****]
RECIFE		[*****]
RIO DE JANEIRO (SANTOS DUMONT)		[*****]
RIBEIRÃO PRETO		[*****]
SÃO JOSÉ DOS CAMPOS		[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

16

CONFIDENTIAL TREATMENT REQUESTED

SÃO LUÍS	[*****]
SANTA MARIA	[*****]
SANTARÉM	[*****]
SÃO PAULO	[*****]
SÃO JOSÉ DO RIO PRETO	[*****]
SALVADOR	[*****]
UNA	[*****]
TERESINA	[*****]
TEFÉ	[*****]
TABATINGA	[*****]
SÃO GABRIEL DA CACHOEIRA	[*****]
VILHENA	[*****]
VITÓRIA	[*****]
CAMPINAS	[*****]
SÃO CARLOS	[*****]
BONITO	[*****]
DOURADOS	[*****]
GURUPI	[*****]
JI-PARANÁ	[*****]
CÁCERES	[*****]
SINOP	[*****]
BELO HORIZONTE	[*****]
LAGOA SANTA	[*****]
JUIZ DE FORA	[*****]
MONTES CLAROS	[*****]
UBERLÂNDIA	[*****]
UBERABA	[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

17

EX-10.9

Exhibit 10.9

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 the Securities and Exchange Commission.

FIRST AMENDMENT TO THE INVESTMENT AGREEMENT

by, on one side,

TRIP PARTICIPAÇÕES S.A.,

TRIP INVESTIMENTOS LTDA.,

and

RIO NOVO LOCAÇÕES LTDA.

and, on the other side,

AZUL S.A.,

and, as intervening and consenting

parties,

AZUL LINHAS AÉREAS BRASILEIRAS S.A.,

TRIP LINHAS AÉREAS S.A.,

and

DAVID GARY NEELEMAN

DATED AUGUST 15, 2012

1

FIRST AMENDMENT TO THE INVESTMENT AGREEMENT

By this private instrument, on one side,

(a) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(b) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”);

(c) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações, “TRIP’s Shareholders”); and

On the other side,

(d) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Alameda Surubiju, Nos. 2010 and 2050, Block A, suite 21, Alphaville Industrial, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by its undersigned legal representatives (“AZUL Holding” and, together with TRIP’s Shareholders, the “Parties”, and each of them, individually, a “Party”),

And, in the capacity of intervening and consenting parties (the “Intervening and Consenting Parties”):

(e) AZUL LINHAS AÉREAS BRASILEIRAS S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Alameda Surubiju, Nos. 2010 and 2050, Block A, suite 21, Alphaville Industrial, registered as taxpayer under CNPJ/MF No. 09.296.295/0001-60, herein represented by its undersigned legal representatives (“AZUL”);

(f) TRIP LINHAS AÉREAS S.A., a corporation with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 02.428.624/0001-30, herein represented by its undersigned legal representatives (“TRIP”); and

(g) DAVID GARY NEELEMAN, Brazilian, married, bearer of Identification Card RG No. 53.031.273-6 SSP/SP and registered as taxpayer under CPF/MF No. 744.573.731-68 (“Neeleman”), herein represented by his undersigned attorneys-in-fact, and being bound to this Agreement exclusively with respect to Sections 2.1, 2.2, 2.3, 3.1, 3.2, 4.4, 4.5, 4.6, 9.1, 9.1.1, and 9.3 hereof.

2

PREAMBLE

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,

WHEREAS, the Parties and the Intervening and Consenting Parties wish to amend certain terms and conditions of the Agreement,

NOW, THEREFORE, THE PARTIES, together with the Intervening and Consenting Parties, have resolved to enter into this amendment (“Amendment”), which shall be governed by the following terms and conditions:

SECTION I

AMENDMENTS

1.1. The capitalized term “Subscription Warrant AGE”, specified in Section 1.1. of the Agreement, shall now be defined as “Subscription Warrant AGE - TRIP’s Shareholders” and shall hereafter read as follows:

“Subscription Warrant AGE - TRIP’s Shareholders” has the meaning ascribed to it in Section 4.4 hereof.

1.2. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “TRIP’s Shareholders Subscription Warrant - Indemnifications Adjustment”, which shall be read as follows:

“TRIP’s Shareholders Subscription Warrant - Indemnifications Adjustment” has the meaning ascribed to it in Section 4.4 hereof.

1.3. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Subscription Warrant - Pre-Money Valuation Adjustment”, which shall be read as follows:

“Subscription Warrant - Pre-Money Valuation Adjustment” has the meaning ascribed to it in Section 4.4 hereof.

1.4. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Subscription Warrant AGE - Original Shareholders”, which shall be read as follows:

“Subscription Warrant AGE - Original Shareholders” has the meaning ascribed to it in Section 4.4.1 hereof.

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1.5. The capitalized term “Subscription Warrants for the Adjustment of Shareholding”, specified in Section 1.1. of the Agreement, shall now be defined as “Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders”, and shall hereafter read as follows:

“Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders” has the meaning ascribed to it in Section 4.4.

1.6. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Subscription Warrants for the Adjustment of Shareholding - Original Shareholders”, which shall be read as follows:

“Subscription Warrants for the Adjustment of Shareholding - Original Shareholders” has the meaning ascribed to it in Section 4.4.1”

1.7. The Parties agree to amend the capitalized term “Deadline”, specified in Section 1.1. of the Agreement, which shall hereafter read as follows:

“Deadline” has the meaning ascribed to it in Section 6.2.”

1.8. The Parties agree to amend the capitalized term “Financial Statements”, specified in Section 1.1. of the Agreement, which shall hereafter read as follows:

“Financial Statements” means the audited financial statements of TRIP and AZUL Holding dated as of and for the Fiscal Year ended December 31, 2011, and non-audited financial statements, with limited review, of TRIP and of AZUL Holding dated as of and for the fiscal quarter ended March 31, 2012.”

1.9. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Code Share”, which shall be read as follows:

“Code Share” has the meaning ascribed to it in Section 10.15.

1.10. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Code Share Agreement”, which shall be read as follows:

“Code Share Agreement” has the meaning ascribed to it in Section 10.15.

1.11. The Parties agree to include, in Section 1.1. of the Agreement, the capitalized term “Resources Onlending to TRIP after ANAC’s Approval”, which shall be read as follows:

“Resources Onlending to TRIP after ANAC’s Approval” has the meaning ascribed to it in Section 10.16.

1.12. The Parties agree to amend item (iii) of Section 2.1. of the Agreement, which shall hereafter read as follows:

“(iii) subject to the provision of Section VI, the Parties establish that the number of Class A common shares and Class B preferred shares of AZUL Holding to be issued as a result of the Merger of Shares (respectively, “AZUL Holding’s New Common Shares” and “AZUL Holding’s New Class B Preferred Shares”, and collectively, “AZUL Holding’s New Shares”) shall be equivalent to 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding (the “Initial Exchange Ratio”)

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CONFIDENTIAL TREATMENT REQUESTED

after the Merger of Shares. The types and total number of AZUL Holding’s New Shares issued (on a prorated basis) in favor of TRIP’s Shareholders, on the Date of Merger, are indicated in Exhibit 2.1(iii).”

1.13. The Parties agree to alter Section 4.4 of the Agreement, which shall hereafter read as follows:

“4.4. Consent of Class B Shareholders. Warrant. AZUL Holding and Neeleman shall endeavor their best efforts to cause all of the Original Shareholders holding AZUL Holding’s Class B Preferred Shares (“Class B Shareholders”) attached hereto as Exhibit A, to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment - Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by all Parties after the conclusion of the Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consent of Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE - TRIP’s Shareholders”), for a subscription price of [*****] each. One of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 6, as many Class B preferred shares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, related to determination of the Pre-Money Valuation of AZUL Holding (the “Subscription Warrants - Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 8, as many preferred shares as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (the “TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment”, jointly with the Subscription Warrants - Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

1.14. The Parties agree to include Section 4.4.1, which shall hereafter read as follows:

“4.4.1 Mutually, AZUL Holding and Neeleman agree to call an AZUL Holding’s AGE (“Subscription Warrant AGE - Original Shareholders”), for the approval of the issuance of a subscription warrant by AZUL Holding in favor of each of the Original Shareholders, for a subscription price of [*****] to be paid pro rata to the equity participation of each Original Shareholder in the capital stock of AZUL Holding, which will grant to the Original Shareholders the right to subscribe for as many preferred shares issued by AZUL Holding as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (“Subscription Warrants for the Adjustment of Shareholding - Original Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Preferred Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders, waiving their preemptive rights.”

1.15. The Parties agree to amend item (x) of Section 5.1. of the Agreement, which shall hereafter read as follows:

“(x) all Class B Preferred Shareholders shall have executed the Class B Preferred Shareholders’ Consents or, in the absence thereof, the Subscription Warrant AGE - TRIP’s Shareholders and Subscription Warrant AGE - Original Shareholders shall have been held and the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders and the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall have been issued; and”

1.16. The Parties agree to amend Section VI of the Agreement, which shall hereafter read as follows:

“SECTION VI

ADJUSTMENTS TO THE INITIAL EXCHANGE RATIO

6.1. Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - the Initial Public Offering (“IPO”), for a maximum limit of 200.571 (two hundred thousand and five hundred and seventy one) Class B preferred shares, so that TRIP’s Shareholders may

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

6

hold up to 754.198 (seven hundred fifty four thousand and one hundred and ninety eight) Class B preferred shares, representing 34.9% (thirty-four point nine per cent) of all Class B preferred shares of AZUL Holding (considering the shareholders structure on the Date of Merger), depending on the pre-money valuation of AZUL Holding at the time of pricing of its IPO (the “Pre-Money Valuation”), according to Sections 6.1.1, 6.1.2 and 6.1.3. The Pre-Money Valuation of AZUL Holding shall be calculated based on (i) the price per share specified in the announcement of the beginning of the IPO and (ii) the total number of shares (common and preferred) issued by AZUL Holding immediately before the date of Completion of the IPO (taking into account the difference of the economic value between the different classes of shares), binding the Parties and constituting an instrument sufficient to cause the Parties to comply with and perform their obligations under this Section 6.1. For clarity purposes, the economic value of the common shares issued by AZUL Holding is different from the economic value of its preferred shares. Based on the above, and notwithstanding the effective participation of each Party in AZUL Holding’s capital stock, the Parties agree that, on the Date of Merger, AZUL Holding’s New Shares shall represent 27% (twenty-seven percent) of AZUL Holding’s economic value, provided that such participation may be potentially increased up to 33% (thirty-three percent) of AZUL Holding’s economic value, depending on the Pre-Money Valuation on the date of the IPO, as described in Exhibit 6.1(A) hereto. Exhibit 6.1(B) contains details on the mechanism of Adjustments to the Initial Exchange Ratio, showing the number of Class B preferred shares of AZUL Holding to be transferred to TRIP’s Shareholders, pursuant to Sections 6.1.1, 6.1.2 and 6.1.3, taking into account the possible scenarios of the Pre-Money Valuation on the date of the IPO.

6.1.1 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO be equivalent in Brazilian Reais, according to the Conversion Rate, to US$2,000,000,000.00 (two billion United States Dollars) (inclusive) or more, TRIP’s Shareholders shall not be entitled to receive any other additional shares issued by AZUL Holding, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8.

6.1.2 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO be equivalent in Brazilian Reais, according to the Conversion Rate, to US$1,600,000,000.00 (one billion, six hundred million United States Dollars) (inclusive) or less, TRIP’s Shareholders will have the right to exercise the Subscription Warrants - Pre-Money Valuation Adjustment, within 4 (four) days after the publication of the Pre-Money Valuation announcement, in order to receive from AZUL Holding as many Class B preferred shares of AZUL Holding as necessary to guarantee to TRIP’s Shareholders the ownership of 34.9% (thirty-four point nine percent) of the Class B preferred shares, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8.

6.1.3 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO vary, according to the Conversion Rate, between US$1,600,000,000.00 (one billion, six million United States Dollars) (exclusive) and US$2,000,000,000.00 (two billion United States Dollars) (exclusive), the number of Class B preferred shares of AZUL Holding that TRIP’s Shareholders shall receive from AZUL Holding, as a result of the exercise of the Subscription Warrants - Pre-Money Valuation Adjustment, within 4 (four) days after the publication of the Pre-Money Valuation

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announcement, shall be defined in a way that the total equity interest of TRIP’s Shareholders will vary linearly between 28.2% (twenty-eight point two per cent) and 34.9% (thirty-four point nine percent) of all Class B preferred shares of AZUL Holding, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8. Exhibit 6.1(B) specifies and provides details on the form by which the agreement described in the immediately preceding sentence shall be enforced.

6.2. No IPO. Notwithstanding the provision of Section 6.1 above, should the IPO of AZUL Holding not happen within 24 (twenty-four) months from the conclusion of the Due Diligence Exercises (“Deadline”), TRIP’s Shareholders shall have the right to exercise, within 4 (four) days as of the Deadline, the Subscription Warrant - Pre-Money Valuation Adjustment, in order to receive as many Class B preferred shares issued by AZUL Holding as necessary to ensure to TRIP’s Shareholders the ownership of 34.9% (thirty-four point nine percent) of all Class B preferred shares of AZUL Holding.

6.3. Dilution Events. Notwithstanding anything to the contrary set forth herein, in case TRIP’s Shareholders or the Original Shareholders do not follow, in whole or in part, any capital increase transaction of AZUL Holding between the Date of Merger and the Completion of the IPO or the Deadline, whichever occurs first, the number of Class B preferred shares of AZUL Holding that TRIP’s Shareholders shall potentially receive from the Class B Preferred Shareholders, pursuant to Sections 6.1 and 6.2 above, shall be redefined in accordance with the effective variation of the equity participation of TRIP’s Shareholders or the Original Shareholders, as the case may be, keeping the adjustment mechanics in the Initial Exchange Ratio set forth in Sections 6.1 and 6.2 hereof, subject to any additional variation in the equity participation of TRIP’s Shareholders as a result of the provisions of Section 8 below.”

1.17. The Parties agree to amend Section 8.1.1. of the Agreement, which shall hereafter read as follows:

“8.1.1. Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date. The Parties agree that the obligations to indemnify of TRIP’s Shareholders, as provided for in Section 8.1 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the IPO (the “Completion of the IPO”) or the Deadline, whichever occurs first (the “Adjustment - Indemnifications Date”).

(a) Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of TRIP’s Shareholders, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any AZUL Holding’s Indemnifiable Party, except as set forth below:

(i) Subject to the provisions of Section 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, which effectively generated a cash outflow on the part of the AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and

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the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, which effectively generated a cash outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders are referred to as the “Total Loss of Parties up to the Date of Adjustment - Indemnification”. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With Cash Outflow of AZUL Holding overcome the Losses With Cash Outflow of TRIP’s Shareholders), then the Original Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below:

ARP = (PPIAH - PPIAT) / VPAPI

a. ARP: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date updated by the CDI, subject to Section 8.1.1(b);

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 as of the definition of the Pre-Money Valuation or, if the Pre-Money Valuation does not occur, the reference amount of the economic value shall be US$1,600,000,000.00 (one billion, six hundred million United States Dollars), being understood that the preferred shares to be issued as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall be considered for the definition of the individual amount of each preferred share.

(b) Alternative Obligation; Cash Payment. Should TRIP’s Shareholders have the obligation to indemnify the Original Shareholders, as provided for in Section 8.1.1(a), TRIP’s Shareholders may elect to pay in cash to the Original Shareholders the balance between (i) the Losses With Cash Outflow of TRIP’s Shareholders; and (ii) the Losses With Cash Outflow of AZUL Holding. TRIP’s Shareholders shall notify AZUL Holding and the Original Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should TRIP’s Shareholders elect to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the Original Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

9

(c) Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of TRIP’s Shareholders as provided for in Section 8.1, shall be indemnified exclusively in cash, pursuant to Section 8.3 et seq., it being agreed to by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.”

1.18. The Parties agree to amend Section 8.2.1. of the Agreement, which shall hereafter read as follows:

“8.2.1. Indemnification Methodologies of AZUL Holding up to the Adjustment - Indemnifications Date. In a consistent and symmetrical manner as per Section 8.1.1 above, the obligations to indemnify of AZUL Holding, as set forth in Section 8.2 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the Adjustment - Indemnifications Date.

(a) Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of AZUL Holding, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any of TRIP’s Shareholders’ Indemnifiable Parties, except as set forth below:

(i) Pursuant to Sections 8.2.1(b) and 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of TRIP’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s Shareholders overcome the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment, in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below:

ARP = (PPIAT - PPIAH) / VPAPI

a. ARP: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment.

b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date updated by the CDI;

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c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date updated by the CDI, subject to the provisions of Section 8.1.1(b); and

d. VPAPI: Individual amount of each preferred share as of the definition of the Pre-Money Valuation or, if the Pre-Money Valuation does not occur, the reference amount of the economic value shall be US$1,600,000,000.00 (one billion, six hundred million United States Dollars), being understood that the preferred shares to be issued as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders shall be considered for the definition of the individual amount of each preferred share.

(b) Proportional Losses of TRIP’s Shareholders. The Parties agree that a Loss suffered by AZUL Holding and/or its Controlled Entities (except for TRIP) shall result in a Loss suffered by TRIP’s Shareholders. In this case, and exclusively if the Loss is paid in cash by AZUL Holding, the indemnity amount payable to TRIP’s Shareholders will be equivalent, in the event the Loss is suffered or incurred by AZUL Holding and/or its Controlled Entities (except for TRIP), to the result of the following formula:

I = (PAH * PAT) / (1 - PAT)

a. I: Total indemnity amount due to TRIP’s Shareholders;

b. PAH: Total loss incurred or suffered by AZUL Holding; and

c. PAT: TRIP’s Shareholders’ Equity Participation based on the economic value of AZUL Holding, to be calculated as per the formula below:

PAT = ((NON) + (NAPNB * 24.1)) / ((TAON) + (TAPN * 24.1))

a. NON: Total number of AZUL Holding’s New Common Shares;

b. NAPNB: Total Number of AZUL Holding’s New Class B Preferred Shares;

c. TAON: Total number of AZUL Holding’s Common Shares; and

d. TAPN: Total number of AZUL Holding’s Preferred Shares.

For clarity purposes, the 24.1 factor used in the calculation of the PAT, according to the formula above, reflects the difference of the economic value between the different classes of shares, pursuant to AZUL Holding’s Bylaws, in effect on the Date of Execution. Therefore, the Parties undertake, in good faith, to adjust such factor, by approving changes to AZUL Holding’s Bylaws that modify the economic value attributed to each class of shares, in order to maintain the economic rationale used in the definition of the PAT.

(c) Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this

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CONFIDENTIAL TREATMENT REQUESTED

Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

(d) Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of AZUL Holding as provided in Section 8.2, shall be indemnified exclusively in cash, pursuant to Section 8.3 and following, being agreed by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.”

1.19. The Parties agree to amend items (i) and (ii) of Section 8.3.2. of the Agreement, which shall hereafter read as follows:

“(i) subject to the minimum amount of the Basket (as set forth in Section 8.5 below), should it be verified that the total amount of Losses With Cash Outflow of TRIP’s Shareholders is higher than the total amount of Losses With Cash Outflow of AZUL Holding’s Shareholders in the fiscal year in question, AZUL Holding shall then make a payment corresponding to the difference between such losses in favor of TRIP’s Shareholders, subject to the provision of Section 8.2.1, within [*****] from the end of the fiscal year in question, and

(ii) subject to the minimum amount of the Basket (as set forth in Section 8.5 below), should it be verified that the total amount of Losses With Cash Outflow of TRIP’s Shareholders is lower than the total amount of Losses With Cash Outflow of AZUL Holding’s Shareholders in the fiscal year in question, TRIP’s Shareholders shall then make a payment, severally and in a proportional manner, corresponding to the difference between such losses in favor of AZUL Holding’s Indemnified Party or Parties, subject to Section 8.1.1, within [*****] from the end of the fiscal year in question.”

1.20. The Parties agree to amend Section 8.7.3. of the Agreement, which shall hereafter read as follows:

“8.7.3. If the Indemnifying Party declares itself not responsible for the indemnification claimed or disagrees with the amount of Loss presented in the Notice of Direct Claim, the Indemnified Party may refer the matter to the arbitration procedure set forth in Section 10.10 below.”

1.21. The Parties agree to include Section 8.8 of the Agreement, which shall hereafter read as follows:

“8.8. For clarity purposes, the Parties agree that any Loss resulting from acts or omissions of the management of TRIP or AZUL performed after the Date of Merger shall not be deemed an indemnifiable Loss, and, therefore, shall not be indemnified

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

12

by any of the Parties under this Section VIII, even if such acts or omissions relate to agreements, arrangement or protocols (convênios) (including, without limitation, protocols (covenio) or agreements executed with States or Municipalities relating to tax benefits) existing prior to the Date of Merger.”

1.22. The Parties agree to include Section 10.15 of the Agreement, which shall hereafter read as follows:

“10.15. Termination of Code Share. Considering that AZUL and TRIP filed with ANAC a request to code share flights among the companies (“Code Share”), the Parties agree that, if the Transaction is not consummated as a result of ANAC non-approval, the agreement pursuant to which the Code Share was formalized (the “Code Share Agreement”) shall be automatically terminated without penalty. In this case, all acts seeking to reestablish the financial and economic position of the Parties before the execution of the Code Share Agreement shall be taken by the Parties as if the Code Share Agreement had not been entered, it being agreed that: (i) all revenues that would otherwise be allocated to AZUL and TRIP if the Code Share Agreement had not been entered shall be returned to AZUL or TRIP, as the case may be, within 10 (ten) days as of the termination of the Code Share Agreement, including, without limitation, the revenues relating to fly tickets effectively used or not and those relating to rescheduling and cancelation fees, discounted from the operational expenses and Interline Service Charge (as defined in the Code Share Agreement) incurred by AZUL or TRIP as a result of administrative proceedings associated with the rescheduling or cancelling of flights; (ii) in relation to revenues of flights tickets of performed and non-performed flights, it is agreed that the revenues shall be divided between TRIP and AZUL according to the Code Share Agreement, but it shall also be returned to TRIP or AZUL, as the case may be, within 10 (ten) days as of the termination of the Code Share Agreement, discounted from the operational expenses and Interline Service Charge (as defined in Annex 2 of the Code Share Agreement) incurred by AZUL or TRIP as a result of the sale, rescheduling and cancelation of the flight object of the Code Share Agreement, and (iii) the provisions of this Section 10.15 shall prevail over the provisions of the Code Share Agreement.”

1.23. The Parties agree to include Section 10.16 of the Agreement, which shall hereafter read as follows:

“10.16. Financial Resources Transfers to TRIP. Considering that, from the date hereof until the issuance of ANAC’s Approval, AZUL Holding and/or AZUL may transfer the financial resources to TRIP (“Resources Onlending to TRIP after ANAC’s Approval”), it is agreed among the Parties and the Intervening Consenting that, to extent that the Transaction is not approved by ANAC, the wholeness of the Resources Onlending to TRIP after ANAC’s Approval shall be refunded to AZUL Holding or AZUL, after the consummation of the adjustment set forth in Section 10.15, according to which the corresponding net amount is transferred to AZUL Holding or AZUL within ten (10) days as of the date in which the non approval of the Transaction by ANAC is consummated.”

SECTION II

GENERAL PROVISIONS

2.1. The provisions of the Agreement shall, save as expressly amended by this Amendment, continue in full force and effect and, as a result of the present Amendment, the Agreement shall, with effect from the date hereof, be read and construed for all purposes as set out in Exhibit I hereto.

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2.2. This Amendment shall be governed by and construed in accordance with the Laws of Brazil.

IN WITNESS THEREOF, the Parties have caused their representatives to sign this Agreement in 8 (eight) counterparts of equal tenor and form, before the 2 (two) undersigned witnesses.

São Paulo, August 15, 2012

(The remainder of this page intentionally left blank)

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(Signature Page of the First Amendment to the Investment Agreement dated August 15, 2012 among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda. and AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A. and Neeleman)

TRIP PARTICIPAÇÕES S.A.
/s/ José Mário Caprioli	/s/ Renan Chieppe
Name: José Mário Caprioli	Name: Renan Chieppe
Title: Director	Title: Director
TRIP INVESTIMENTOS LTDA.
/s/ José Mário Caprioli	/s/ Renan Chieppe
Name: José Mário Caprioli	Name: Renan Chieppe
Title: Director	Title: Director
RIO NOVO LOCAÇÕES LTDA.
/s/ Decio Luiz Chieppe	/s/ Renan Chieppe
Name: Decio Luiz Chieppe	Name: Renan Chieppe
Title: Director	Title: Director
AZUL S.A.
/s/ David Neeleman
Name: David Neeleman
Title:
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
/s/ David Neeleman
Name: David Neeleman	Name:
Title:	Title:
TRIP LINHAS AÉREAS S.A.
/s/ José Mário Caprioli	/s/ Renan Chieppe
Name: José Mário Caprioli	Name: Renan Chieppe
Title: Director	Title: Director

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(Continuation of the Signature Page of the First Amendment to the Investment Agreement dated August 15, 2012 among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda. and AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A. and Neeleman)

DAVID GARY NEELEMAN

/s/ David Gary Neeleman

Witnesses:
Name:	Name:
ID:	ID:

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EXHIBIT I TO THE INVESTMENT AGREEMENT

“INVESTMENT AGREEMENT

This Investment Agreement (the “Agreement”) is entered into by and among the following parties:

On one side,

(a) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(b) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”);

(c) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações, “TRIP’s Shareholders” or “Merged Shareholders”); and

On the other side,

(c) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Alameda Surubiju, Nos. 2010 and 2050, Block A, suite 21, Alphaville Industrial, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by its undersigned legal representatives (“AZUL Holding” and, together with TRIP’s Shareholders, the “Parties”, and each of them, individually, a “Party”),

And, in the capacity of intervening and consenting parties (the “Intervening and Consenting Parties”):

(d) AZUL LINHAS AÉREAS BRASILEIRAS S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Alameda Surubiju, Nos. 2010 and 2050, Block A, suite 21, Alphaville Industrial, registered as taxpayer under CNPJ/MF No. 09.296.295/0001-60, herein represented by its undersigned legal representatives (“AZUL”);

(e) TRIP LINHAS AÉREAS S.A., a corporation with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 02.428.624/0001-30, herein represented by its undersigned legal representatives (“TRIP”); and

(f) DAVID GARY NEELEMAN, Brazilian, married, bearer of Identification Card RG No. 53.031.273-6 SSP/SP and registered as taxpayer under CPF/MF No. 744.573.731-68 (“Neeleman”), herein represented by his undersigned attorneys-in-fact, and being bound to this Agreement exclusively with respect to Sections 2.1, 2.2, 2.3, 3.1, 3.2, 4.4, 4.5, 4.6, 9.1, 9.1.1, and 9.3 hereof.

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PREAMBLE

WHEREAS, on the Date of Execution, the capital stock of AZUL Holding and of TRIP is, respectively, (i) R$ 400,708,400.00 (four hundred million, seven hundred and eight thousand, and four hundred Brazilian Reais), divided into 4,031,250 (four million, thirty-one thousand, two hundred and fifty) shares, being 2,500,000 (two million, five hundred thousand) class A common shares (“AZUL Holding’s Common Shares”), 125,000 (one hundred twenty-five thousand) class A preferred shares (“AZUL Holding’s Class A Preferred Shares”), and 1,406,250 (one million, four hundred and six thousand, two hundred and twenty-five) class B preferred shares (“AZUL Holding’s Class B Preferred Shares”) (AZUL Holding’s Common Shares, AZUL Holding’s Class A Preferred Shares, and AZUL Holding’s Class B Preferred Shares are collectively referred to as “AZUL Holding’s Shares”); and (ii) R$84,166,666.00 (eighty-four million, one hundred sixty-six thousand, six hundred sixty-six Brazilian Reais), divided into 77,854,166 (seventy-seven million, eight hundred fifty-four thousand, one hundred sixty-six) common shares and 6,312,500 (six million, three hundred and twelve thousand, five hundred) preferred shares (“TRIP’s Shares”);

WHEREAS AZUL Holding’s current shareholders (the “Original Shareholders”) collectively hold, on the Date of Execution, 100% (one hundred percent) of AZUL Holding’s Shares, pursuant to the proportion indicated in the table contained in Exhibit A hereof, and Neeleman holds 100% (one hundred percent) of AZUL Holding’s Common Shares;

WHEREAS TRIP’s Shareholders collectively hold, on the Date of Execution, 100% (one hundred percent) of TRIP’s Shares, according to the following proportion: (a) TRIP Participações is the holder of 55,550,000 (fifty-five million, five hundred and fifty thousand) common shares issued by TRIP, (b) TRIP Investimentos holds 15,570,833 (fifteen million, five hundred and seventy thousand, eight hundred and thirty-three) common shares and 6,312,500 (six million, three hundred and twelve thousand, five hundred) preferred shares, all issued by TRIP; and (c) Rio Novo is the holder of 6,733,333 (six million, seven hundred and thirty-three thousand, three hundred thirty-three) common shares issued by TRIP; and

WHEREAS the Shareholders of TRIP and AZUL Holding share a mutual interest in merging all TRIP’s Shares into AZUL Holding, 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 (as amended from time to time, the “Corporations Law”). This transaction aims to submit AZUL and TRIP to the same corporate control, thereby increasing (i) the synergies and operating capacity of the two companies, (ii) the quality standard of air transportation services in the Brazilian civil aviation industry, and (iii) competitiveness before the leading companies of this sector (the “Merger of Shares” or the “Transaction”),

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NOW, THEREFORE, THE PARTIES, together with the Intervening and Consenting Parties, have resolved to enter into this Agreement, which shall be governed by the following sections and conditions:

SECTION I

DEFINED TERMS AND INTERPRETATION

1.1. Defined Terms. For the purposes of this Agreement (including the Preamble above and its Exhibits), except as otherwise provided for herein, the capitalized terms used herein shall have the following meanings:

“AZUL Holding’s Shares” has the meaning ascribed to it in the Preamble hereof.

“AZUL Holding’s Common Shares” has the meaning ascribed to it in the Preamble hereof.

“AZUL Holding’s Class A Preferred Shares” has the meaning ascribed to it in the Preamble hereof.

“AZUL Holding’s Class B Preferred Shares” has the meaning ascribed to it in the Preamble hereof.

“TRIP’s Shares” has the meaning ascribed to it in the Preamble hereof.

“AZUL Holding’s Shareholders’ Agreement” means the Second Amendment to the Shareholders’ Agreement of AZUL Holding, dated August 28, 2009.

“AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares” has the meaning ascribed to it in Section 3.2(iv).

“TRIP’s Shareholders” has the meaning ascribed to it in the identification of the Parties above.

“Original Shareholders” has the meaning ascribed to it in the Preamble hereof.

“Class B Shareholders” has the meaning ascribed to it in Section 4.4.

“Affiliate” means, (a) in relation to a legal entity, (i) any individual or another legal entity holding, directly or indirectly, the Control of such legal entity, (ii) any legal entity Controlled, directly or indirectly, by such person, or (iii) any legal entity which is directly or indirectly under common Control with such person; and (b) in relation to an individual, any legal entity that, directly or indirectly, is Controlled by the individual in question.

“AZUL Holding’s AGE” has the meaning ascribed to it in Section 3.2(i).

“Subscription Warrant AGE - TRIP’s Shareholders” has the meaning ascribed to it in Section 4.4 hereof.

“Subscription Warrant AGE - Original Shareholders” has the meaning ascribed to it in Section 4.4.1 hereof.

“TRIP’s AGE” has the meaning ascribed to it in Section 3.2(ii).

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“ANAC” means the National Civil Aviation Agency.

“Consent of Class B Shareholders” has the meaning ascribed to it in Section 4.4.

“Preparatory Actions to the Merger of Shares” has the meaning ascribed to it in Section 2.1.

“Current Officers of TRIP” has the meaning ascribed to it in Section 9.4.

“Governmental Authority” means any and all government, agency, department, secretariat, court or other body of Brazilian or foreign governments, whether at federal, state, or municipal level, directly or indirectly linked to the judicial, legislative or executive branches of government, the arbitration chamber or court, the self-regulatory agencies, the public attorney’s office, and other non-governmental authorities.

“Authorization” means any and all authorizations, consents, approvals, orders, resolutions, licenses, concessions, permits, notices, exemptions, filings, waivers, grants, contracts, agreements, certificates, national and/or international certifications, decrees, judicial decisions, injunctions, registries, notary public legalizations or registries issued by any Governmental Authority.

“ANAC’s Authorization” has the meaning ascribed to it in Section 5.1(iii).

“Due Diligence Evaluation” has the meaning ascribed to it in Section 4.3.

“AZUL” has the meaning ascribed to it in the identification of the Parties above.

“AZUL Holding” has the meaning ascribed to it in the identification of the Parties above.

“TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment” has the meaning ascribed to it in Section 4.4.

“Subscription Warrant - Pre-Money Valuation Adjustment” has the meaning ascribed to it in Section 4.4 hereof.

“Subscription Warrants for the Adjustment of Shareholding - Original Shareholders” has the meaning ascribed to it in Section 4.4.1

“Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders” has the meaning ascribed to it in Section 4.4.

“Brazil” means the Federative Republic of Brazil.

“CDI” means the annual average rate (considering a year with 252 days) relating to transactions with Interbank Deposit Certificates - CDI, with a term equal to 1 (one) Business Day (over), calculated and published by CETIP S.A. - Balcão Organizado de Ativos e Derivativos, with the daily factor rounded up at the eighth decimal place, or, in case of its extinction, an equivalent rate that replaces it.

“Arbitration Center” has the meaning ascribed to it in Section 10.10.1.

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“Basket” has the meaning ascribed to it in Section 8.5.

“CNPJ/MF” means the National Registry of Legal Entities of the Ministry of Finance.

“Civil Procedure Code” means Federal Law No. 5,869, dated January 11, 1973, as amended from time to time.

“Non-Competition Commitment” has the meaning ascribed to it in Section 9.1.

“Transition Committee” has the meaning ascribed to it in Section 4.2.

“Memorandum Account” has the meaning ascribed to it in Section 8.4.

“Contingencies” has the meaning ascribed to it in Section 7.2.11.

“Agreement” means this Investment Agreement, as amended, modified, renegotiated, supplemented, or replaced, from time to time.

“Code Share Agreement” has the meaning ascribed to it in Section 10.15.

“TRIP Relevant Agreements” has the meaning ascribed to it in Section 7.2.8(a).

“AZUL Holding Relevant Agreements” has the meaning ascribed to it in Section 7.3.7 (a).

“Control” means, cumulatively, (a) the power to elect the majority of the managers, and (b) the ownership of securities that ensure, on a permanent basis, the majority of the votes at resolutions of the general shareholders’ meeting or quotaholders’ meetings of any Person. Any terms deriving from Control, such as “Controlled Entity” and “Controlling Entity”, shall have a meaning analogous to Control.

“CPF/MF” means the National Registry of Individuals of the Ministry of Finance.

“Date of Merger” has the meaning ascribed to it in Section 3.1.

“Date of Execution” means the date of signing of this Agreement, that is, May 25, 2012.

“Date of Conclusion of Due Diligence Exercises” has the meaning ascribed to it in Section 4.3.

“Adjustment - Indemnifications Date” has the meaning ascribed to it in Section 8.1.1.

“Deadline” has the meaning ascribed to it in Section 6.2

“Deadline for the Delivery of Exhibits” has the meaning ascribed to it in Section 4.7.

“Suspended Representations and Warranties” has the meaning ascribed to it in Section 4.7.

“Defense” has the meaning ascribed to it in Section 8.6.2.

“Third Party Claim” has the meaning ascribed to it in Section 8.6.

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CONFIDENTIAL TREATMENT REQUESTED

“Direct Claim” has the meaning ascribed to it in Section 8.7.

“Financial Statements” means the audited financial statements of TRIP and AZUL Holding dated as of and for the Fiscal Year ended December 31, 2011, and non-audited financial statements, with limited review, of TRIP and of AZUL Holding dated as of and for the fiscal quarter ended March 31, 2012.

“Business Day” means any day (other than Saturday and Sunday), on which the commercial banks are generally opened for business in the City of São Paulo, State of São Paulo, for ordinary banking transactions.

“Replaced Officer” has the meaning ascribed to it in Section 9.4.

“Dispute” means, as the case may be, any demand, action, proceeding, claim, investigation, arbitration, mediation, or other type of action or proceeding, whether of judicial, administrative, or arbitral nature.

“Transactions Documents” means this Agreement and any other contracts, instruments, documents, and/or corporate acts entered into for the purposes of the implementation of the Transaction.

“Due Diligence Exercises” has the meaning ascribed to it in Section 4.3.

“Call Notices” has the meaning ascribed to it in Section 3.1.

“Material Adverse Effect” means any material adverse change in respect of the businesses, assets, condition (financial or otherwise), forecasts, or operating results of TRIP and AZUL Holding. Notwithstanding the generality of the foregoing, the event or series of events of the same nature that involves or may be expected to involve a Loss (as defined below) or a series of Losses of the same nature, in an amount equal to or higher than [*****] shall necessarily be considered a Material Adverse Effect.

“Material Adverse Effect of the Due Diligence Exercises” means any fact, circumstance, or event related to TRIP or AZUL Holding, that is materially adverse with respect to the businesses, operations, assets, condition (financial or otherwise), forecasts, or operating results of TRIP or AZUL, identified by the Parties during the Due Diligence Exercises. Notwithstanding the generality of the foregoing, the following events shall be considered a Material Adverse Effect of the Due Diligence Exercises: (i) the event or series of events of the same nature involving or that may be expected to involve a Loss (as defined below), or series of Losses of the same nature, in an amount equal to or higher than [*****]; or (ii) the noncompliance by TRIP, AZUL Holding, or any of their Affiliates, with the parameters, aeronautic and air navigation guidelines, manuals, and technical, operating, and security standards regarding the operation and maintenance of aircraft, engines, spare and other parts.

“Excerpt” has the meaning ascribed to it in Section 8.4.1.

“Encumbrances” means, as the case may be, any mortgage, pledge, third party right (including of inheritance and succession nature), demand, security interest, encumbrance, lien, charge, chattel mortgage with or without title retention, attachment, seizure, lease,

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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sublease, licensing, enrollment, usufruct, easement, covenant, condition, adverse possession, voting agreement, equity interest, option, right of first refusal, preemptive right, negotiation or acquisition rights, other constraints or restrictions of any nature, which include Encumbrances constituted as a result of contractual provisions or a Governmental Authority decision;

“Officer’s Indemnification” has the meaning ascribed to it in Section 9.4.

“Mergers of Shares” has the meaning ascribed to it in the Preamble hereof.

“Confidential Information” means the information exchanged by the Parties in the context of the negotiation of this Agreement and the Transaction contemplated hereby, including any data and/or information, whether written or oral, including discoveries, ideas, secrets, and/or information of business, financial, operational, economic, technical, and legal nature and the exchange of correspondence.

“Intervening and Consenting Parties” has the meaning ascribed to it in the identification of the Parties above.

“TRIP’s Evaluation Report” has the meaning ascribed to it in Section 2.1(i).

“Law” means any and all laws, decrees, ordinances, rules, regulations, judgments, administrative, judicial or arbitration decisions, instructions, rulings or orders of any Governmental Authority.

“Corporations Law” means Federal Law No. 6,404, dated December 15, 1976 (as amended from time to time).

“Competing Business” has the meaning ascribed to it in Section 9.1.

“Neeleman” has the meaning ascribed to it in the Preamble hereof.

“Notice of Direct Claim” has the meaning ascribed to it in Section 8.6.

“Notice of Third Party Claim” has the meaning ascribed to it in Section 8.4.1.

“AZUL Holding’s New Shares” has the meaning ascribed to it in Section 2.1(iii).

“AZUL Holding’s New Common Shares” has the meaning ascribed to it in Section 2.1(iii).

“AZUL Holding’s New Class B Preferred Shares” has the meaning ascribed to it in Section 2.1(iii).

“No Transfer Obligation” has the meaning ascribed to it in Section 4.4 hereof.

“Transaction” means the Merger of Shares, pursuant to the terms and conditions set forth in this Agreement.

“Party” or “Parties” has the meaning ascribed to it in the identification of the Parties above.

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“Indemnifying Party” has the meaning ascribed to it in Section 8.6.1.

“AZUL Holding’s Indemnifiable Parties” has the meaning ascribed to it in Section 8.1.

“TRIP’s Shareholders’ Indemnifiable Parties” has the meaning ascribed to it in Section 8.2.

“Indemnifiable Parties” has the meaning ascribed to it in Section 8.2.

“Related Parties” has the meaning set forth in the CPC Technical Pronouncement No. 5 (R1), approved by the Resolution of the Securities and Exchange Commission No. 642/2010.

“Loss” means, as the case may be, any and all losses and damages, and/or contingencies (including costs and expenses with actions, demands, arbitrations, or proceedings, amounts paid for evaluations, reports, decisions or settlements, interests and penalties, expenditures, and reasonable fees of attorneys, accountants and other experts and advisors, incurred in the defense against any of these actions, demands, arbitrations, or proceedings, any other costs and expenses directly or indirectly related to a Loss), including as a result of: (a) a Dispute; (b) any and all violation of Law or agreement, including, contractual termination outside the normal course of business; or (c) performance fees and/or any other commissions that have not been disclosed in the Exhibits hereto, except for expenses and commissions relating to the completion of the Transaction;

“Losses With Cash Outflow of AZUL Holding” has the meaning ascribed to it in Section 8.1.1(a)(i).

“Losses With Cash Outflow of TRIP’s Shareholders” has the meaning ascribed to it in Section 8.1.1(a)(i).

“Total Losses of Parties up to the Date of Adjustment - Indemnification” has the meaning ascribed to it in Section 8.1.1(a)(i).

“Lock-up Period” has the meaning ascribed to it in Section 9.3.

“Person” means, as the case may be, an individual or legal entity, including a foundation, de jure company, regardless of its corporate type, association, consortium, co-ownership, or de facto entity, whether or not incorporated.

“Benefit Plans” has the meaning ascribed to it in Section 7.2.24.

“Secured Term of Office” has the meaning ascribed to it in Section 9.4.

“Pre-Money Valuation” has the meaning ascribed to it in Section 6.1.

“Guarantee Providers” has the meaning ascribed to it in Section 4.8 hereof.

“Intellectual Property” means any and all patents, trademarks, industrial drawings, software, registered or not, as well as the right to apply for registration of any of the foregoing, copyright and topographies over electronic circuits, trade names, logos, domain names, rights of use relating to any of the foregoing, as well as any rights and forms of protection of similar or analogous nature to any of the foregoing, anywhere in the world, including the right to file judicial lawsuits or administrative proceedings based on the violation of any of the rights mentioned above.

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“Protocol of Merger of TRIP’s Shares” has the meaning ascribed to it in Section 2.1(ii).

“Completion of the IPO” has the meaning ascribed to it in Section 8.1.1.

“Regulation” has the meaning ascribed to it in Section 10.10.1.

“Initial Exchange Ratio” has the meaning ascribed to it in Section 2.1(iii).

“Resources Onlending to TRIP after ANAC’s Approval” has the meaning ascribed to it in Section 10.16.

“Rio Novo” has the meaning ascribed to it in the identification of the Parties above.

“Cash Outflow on the part of the AZUL Holding Indemnifiable Parties” means any disbursement of financial resources performed due to the Losses mentioned in Section 8.1, by the AZUL Holding’s Indemnifiable Parties.

“Cash Outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties” means any disbursement means any disbursement of financial resources performed due to the Losses mentioned in Section 8.2, by TRIP’s Shareholders’ Indemnifiable Parties or by AZUL Holding or by companies that, on the date hereof, are Controlled by AZUL Holding, it being understood and established herein, for the avoidance of doubts, that Losses at the level of TRIP and its Affiliates, on the date hereof, are not covered by this definition.

“SBDC” means the Brazilian Competition Policy System, which is composed of the following governmental bodies: (i) the Administrative Council for Economic Defense, (ii) the Economic Law Office, and (iii) the Secretariat for Economic Monitoring.

“SkyWest” has the meaning ascribed to it in Section 2.2.

“Conversion Rate” means the average purchase and sale rate of Brazilian Reais and United State Dollars, published by the Central Bank of Brazil, through SISBACEN system, PTAX 800 transaction, Option 5, Currency Code 220, on the Business Day immediately prior to payment.

“Transfer” means any sale, transfer, assignment, or any other disposal of securities, directly or indirectly (including by means of contract, merger, amalgamation, spin-off or otherwise), voluntarily or not (by means of exchange, derivatives transaction or otherwise), with or without payment.

“Transfer of SkyWest’s Shares to TRIP Investimentos” has the meaning ascribed to it in Section 2.2.

“Arbitration Court” has the meaning ascribed to it in Section 10.10.3.

“Taxes” means any and all taxes, social contributions, social security contributions, charge, fee, impost, fine, or other tax assessments by any Governmental Authority, including taxes on

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or relating to income, gross revenues, excise duties, property, sales, gains, use, license, customs duties, unemployment, capital stock, transfer, franchise, payroll, withholding, social security, profits, donations, labor indemnities, value-added, disability, premium, credit, services, leases, employment, stamp, and other taxes, and shall include interests, penalties or accretions attributable thereto or to any failure to comply with any requirement regarding tax returns.

“TRIP” has the meaning ascribed to it in the identification of the Parties above;

“TRIP Participações” has the meaning ascribed to it in the identification of the Parties above; and

1.2. Interpretation. For the purposes of this Agreement, unless the context requires otherwise:

(i) any reference to laws or legal provisions must include all supplemental legislation enacted and sanctioned, from time to time, under the terms of such legal provision, as amended or restated from time to time;

(ii) any reference to the singular form must include the plural form and vice-versa;

(iii) any reference to the masculine or feminine must include one another;

(iv) any references to a “company”, “entity”, or “corporation” must include its board of directors, officers and audit committee, as well as any other body (statutory or not) performing similar duties;

(v) the Preamble, the identification of the Parties, and the Exhibits integrate this Agreement and shall be in effect as if they were expressly set forth in the text of this Agreement, it being understood that any reference to this Agreement must include all items of the Preamble, the identification of the Parties, and all Exhibits hereto;

(vi) all Exhibits hereto are an integral part of this Agreement and, in case of conflict between the provisions of the Exhibits and of this Agreement, the terms and conditions of this Agreement shall prevail;

(vii) references to this Agreement or any other document must be construed as references to this Agreement or to such other document, as amended, modified, renegotiated, supplemented, or replaced, from time to time;

(viii) the expression “this Section”, unless followed by a reference to a specific provision, must be considered as referring to the whole Section (not only the Section, Subsection, paragraph, or other provision) in which the expression appears;

(ix) the headings of the Sections, Subsections, Exhibits, parts and paragraphs are for convenience purposes only and shall not affect the construction and interpretation of this Agreement; and

(x) the words “include”, “inclusive”, and “including” must be interpreted as being for illustration or emphasis purposes only, and must not be interpreted, nor applied as a restriction to the generality of any previous words.

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SECTION II

PREPARATORY ACTIONS TO THE MERGER OF SHARES

2.1. Preparatory Actions to the Merger of Shares. Subject to the terms and conditions set forth in this Agreement and provided that all conditions precedent contained in Section 5.1 below have been fully complied with or validly waived by the Parties, TRIP’s Shareholders and TRIP, on one side, and AZUL Holding and Neeleman, on the other side, must take all actions within their power to have the Merger of Shares approved by the relevant general shareholders’ meetings, on the Date of Merger, including and by means of the adoption and/or taking of the following acts and/or actions (the “Preparatory Actions to the Merger of Shares”):

(i) TRIP’s Shareholders must hire a specialized firm to prepare the evaluation report of the shares issued by TRIP (“TRIP’s Evaluation Report”), as soon as possible, for the purposes of evaluation based on the accounting value of TRIP’s Shares to be merged by AZUL Holding, which shall be submitted to approval by the general shareholders’ meeting of AZUL Holding that shall decide on the capital increase arising from the Merger of Shares;

(ii) the management of AZUL Holding and the management of TRIP shall enter into the protocol and justification of the Merger of Shares, according to terms mutually agreed to (the “TRIP’s Protocol of Merger of Shares”); and

(iii) subject to the provision of Section VI, the Parties establish that the number of Class A common shares and Class B preferred shares of AZUL Holding to be issued as a result of the Merger of Shares (respectively, “AZUL Holding’s New Common Shares” and “AZUL Holding’s New Class B Preferred Shares”, and collectively, “AZUL Holding’s New Shares”) shall be equivalent to 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding (the “Initial Exchange Ratio”) after the Merger of Shares. The types and total number of AZUL Holding’s New Shares issued (on a prorated basis) in favor of TRIP’s Shareholders, on the Date of Merger, are indicated in Exhibit 2.1(iii).

2.2. Maintenance of Equity Participations. TRIP’s Shareholders and Neeleman undertake, between the Date of Execution and the Date of Merger, to refrain from selling, assigning, transferring, waiving, encumbering, creating any lien (directly or indirectly), offering as payment, contributing to capital, exchanging, and/or disposing of, in any manner, any of TRIP’s Shares and/or of AZUL Holding Shares, respectively, in favor of third parties, directly or indirectly, except for the transfer of all shares of SkyWest, Inc., a foreign company with head office in the United States of America, in the City of St. George, State of Utah, registered as taxpayer under CNPJ/MF No. 9.944.419/0001-76 (“SkyWest”) in the capital stock of TRIP, corresponding to 15,570,833 (fifteen million, five hundred and seventy thousand, eight hundred thirty-three) common shares and 6,312,500 (six million, three

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hundred and twelve thousand, five hundred) preferred shares, all issued by TRIP, according to the share purchase and sale agreement executed on May 23,2012, which effectiveness is contingent upon the approval of such transaction by ANAC (the “Transfer of SkyWest Shares to TRIP Investimentos”).

2.3. Cooperation. The Parties and the Intervening and Consenting Parties shall cooperate with each other and make any additional information available, as may be required, on reasonable basis, by the requesting party, for the perfect completion of the Merger of Shares, as quickly as possible.

SECTION III

MERGER OF SHARES AND ACTIONS ON THE DATE OF MERGER

3.1. Merger of Shares. On the 5^th (fifth) business day after the date of satisfaction of the conditions precedent contained in Section 5.1, AZUL Holding and Neeleman, on one side, and TRIP and TRIP’s Shareholders, on the other side, shall cause the call notices of the AZUL Holding’s AGE and of the TRIP’s AGE (as defined below) to be published (the “Call Notices”), in order for the Merger of Shares to occur: (i) in 8 (eight) days after the publication of the Call Notices, if AZUL Holding’s AGE and TRIP’s AGE are held on first call, or (ii) in 5 (five) days from such date, if they are held on second call, at AZUL Holding’s head office, or at another location, as established in writing by the Parties, or further (iii) on the 5^th (fifth) Business Day following the date of satisfaction of all conditions precedent set forth in Section 5.1, in case AZUL Holding’s AGE and TRIP’s AGE may be held with a waiver of the call notice requirement, pursuant to article 124, paragraph 4 of the Corporations Law (the “Date of Merger”). Notwithstanding the provision of this section, the Parties agree to use their best efforts to cause the Merger of Shares to occur as soon as possible after the Date of Execution.

3.2. Actions and Procedures on the Date of Merger. Subject to the terms and conditions of this Agreement, the Parties and Neeleman shall take the following actions on the Date of Merger:

(i) the extraordinary shareholders’ meeting of AZUL Holding shall be held to deliberate on: (a) the confirmation and ratification of the name of the specialized firm to prepare TRIP’s Evaluation Report, as referred to in Section 2.1(i) above; and (b) the TRIP’s Protocol of Merger of Shares and the consequent capital increase of AZUL Holding by issuance of new shares of AZUL Holding (“AZUL Holding’s AGE”);

(ii) the extraordinary shareholders’ meeting of TRIP shall be held to deliberate on: (a) the confirmation and ratification of the name of the specialized firm to prepare TRIP’s Evaluation Report, as referred to in Section 2.1(i) above; and (b) the TRIP’s Protocol of Merger of Shares and the Merger of Shares (“TRIP’s AGE”);

(iii) on the Date of Merger, after AZUL Holding’s AGE and TRIP’s AGE, the managements of AZUL Holding and TRIP, as applicable, shall cause all acts, instruments, and/or documents necessary for the consummation of the Merger of Shares, according to the Initial Exchange Ratio established in Section 2.1(iii), to be duly executed;

28

(iv) the execution of an amendment to AZUL Holding’s Shareholders’ Agreement, pursuant to which TRIP’s Shareholders shall be granted and receive certain rights granted to the Original Shareholders, pursuant to Exhibit 3.2(iv) (“AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares”); and

(v) appointment of the new members of the Board of Directors of AZUL Holding, under the terms and conditions of the AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares, and the amendment to the Bylaws of AZUL Holding, in order to adjust it to the terms and conditions of the AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares.

3.3. Concurrent Actions for the Merger of Shares. All acts and obligations indicated in Section 3.2 above shall be considered to happen concurrently. No act and/or obligation shall be considered effectively taken or satisfied until all other acts and/or obligations set forth in Section 3.2 above have been taken or satisfied, except if the Parties agree otherwise, in writing.

3.4. Right to Withdraw. TRIP and TRIP’s Shareholders shall have the right not to formalize and close the Merger of Shares if the Original Shareholders exercise, in a substantial number, the right to withdraw set forth in Section 252, §1º, of the Corporations Law, it being understood that, under such a scenario, this Agreement might be terminated by either TRIP’s Shareholders or TRIP, without any penalty.

SECTION IV

ACTIONS BETWEEN THE DATE OF EXECUTION AND THE DATE OF MERGER

4.1. Covenants. Except with respect to the Merger of Shares, from the Date of Execution until the Date of Merger or termination of this Agreement, (i) AZUL Holding, on one side, and (ii) each of TRIP’s Shareholders and TRIP, on the other side, undertake to (in relation to themselves and/or their respective Controlled Entities, as applicable), pursuant to Section 4.2 below: (a) conduct their operations in the ordinary course of business without any relevant changes in their activities in relation to past practices; and (b) use their best efforts to preserve, to the extent consistent with past practices, their current relationships with their respective customers, suppliers, and/or other persons with whom they have relevant business relationships. Without prejudice to the provisions of this Section 4.1, from the Date of Execution until the Date of Merger, TRIP’s Shareholders, TRIP, and/or AZUL Holding shall not take (nor allow any of their Controlling Entities to take), without the prior written consent of the other Parties, any of the following actions relating to TRIP, AZUL Holding, and/or their respective Controlled Entities (as applicable):

(i) any amendment to the articles of association/bylaws that has, or may have, a relevant impact on the business of such a Party and/or its Controlled Entities or that, in any manner, has, or may have, effects on the transactions set forth herein, including the capital increase or decrease, except for amendments implemented in the context of the Merger of Shares or those necessary for the satisfaction of the provisions of Section 2.2;

(ii) any corporate reorganization (except for the Merger of Shares), including the merger, spin-off, amalgamation, or merger of shares;

29

CONFIDENTIAL TREATMENT REQUESTED

(iii) the constitution of mortgage, exchange, encumbrance or, in any other manner, the creation of liens on the assets, outside the normal course of business;

(iv) any declaration of dividends, payment of interest on shareholders’ equity, even if in the ordinary course of business , or any other distributions or payments to shareholders or quotaholders, except for those performed as remuneration for a legitimate director / manager position at TRIP, AZUL Holding and/or any of their respective Subsidiaries;

(v) any sale, on any account, of any assets, outside the ordinary course of business;

(vi) the transfer, encumbrance or granting of any rights or licenses on Intellectual Property;

(vii) the transfer or encumbrance of any concessions, permits, authorizations or rights granted by ANAC or other Governmental Authorities (whether or not connected to the aviation sector);

(viii) the decrease in the total number of slots currently allocated by ANAC to AZUL, TRIP, and/or any of their Controlled Entities;

(ix) any acquisition, transfer, encumbrance, subscription, and payment of shares or quotas of other companies (except for the Merger of Shares) or any involvement in joint ventures, consortia, companies, or associations of any nature;

(x) any contracting, concession, or assumption of loans, financing or advances, in an aggregate amount [*****] per year, and/or granting of any guarantees in favor of third parties (other than to one of their Controlled Entities), as well as any free release in relation to any debts or obligations of third parties (other than to one of their Controlled Entities), except for the contracting of refinancing in the approximate amount of [*****]

(xi) the filing of a petition for bankruptcy or receivership under court supervision or otherwise;

(xii) the establishment or undertaking with respect to activities different from those described in the corporate purpose;

(xiii) the execution, renewal, and/or amendment of contracts or agreement, written or oral, in an amount [*****], with any Related Parties;

(xiv) the execution, renewal, and/or amendment of any leasing, lease, and/or sublease agreements, except for (a) transactions or operations carried out in the normal course of business; (b) the execution of leasing agreements for

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

30

CONFIDENTIAL TREATMENT REQUESTED

which a request or order has been issued prior to the Date of Execution; (c) the renewal of the terms set forth in the respective leasing, lease, or sublease agreements; (d) amendments that do not imply a reduction of use or area, change of location, and/or that do not imply an increase higher than 15% (fifteen percent) of the monthly amount of the leasing, lease or sublease agreement; and (e) lease renewal actions;

(xv) the hiring and/or dismissal of managers and/or employees of TRIP and/or AZUL Holding (except for those involving members of the technical and commercial crew and airport agents of TRIP and/or AZUL), who, in any case, receive a monthly base salary [*****], and/or any change in the current remuneration of managers and other employees, except for possible increases arising from negotiations with unions, or advance of any remuneration to such persons in an amount not [*****]; and

(xvi) the entering into any new agreements or transactions with third parties or advances to agreements in effect, which create new obligations outside the normal course of business and which individual or aggregate amount in a series of transactions of the same nature exceeds R$1,000,000.00 (one million Brazilian Reais).

4.2. 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.

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CONFIDENTIAL TREATMENT REQUESTED

4.3. Due Diligence. From the Date of Execution, AZUL Holding and TRIP shall conduct a legal, accounting, financing, technical, and operational due diligence exercise regarding one another and their Affiliates (the “Due Diligence Exercises”). The Due Diligence Exercises shall be concluded within 60 (sixty) days from the Date of Execution. Each Party, therefore, undertakes to cooperate with one another to make available, in a timely and organized manner, the requested documentation, as well as to afford broad access to the data and records of operating information relating to the operation, maintenance, security, and management of the fleet of aircraft, engines, spare and other parts (the “Date of Completion of the Due Diligence Exercises”). Until the Date of Completion of the Due Diligence Exercises, the Parties agree to maintain the virtual data room open, updated and organized with all information requested and necessary for the conclusion of the Due Diligence Exercises. After the Date of Completion of the Due Diligence Exercises, each Party shall, within the following 30 (thirty) days, meet with their respective advisors in order to evaluate and reach the conclusions on the respective final reports of the Due Diligence Exercises, and to define, in a reasonable and justified manner, if a Material Adverse Effect of the Due Diligence Exercises has been identified during the Due Diligence Exercises for the purposes of satisfaction or not of the provisions of Section 5.1(ix) (the “Evaluation of the Due Diligence Exercises”).

4.4. Consent of Class B Shareholders. Warrant. AZUL Holding and Neeleman shall endeavor their best efforts to cause all of the Original Shareholders holding AZUL Holding’s Class B Preferred Shares (“Class B Shareholders”) attached hereto as Exhibit A, to vote for the Merger of Shares, as well as agree with the commitment to transfer, proportionally to the shareholding of each Class B Shareholders in AZUL Holding, to TRIP’s Shareholders, as many AZUL Holding’s Class B Preferred Shares as may be necessary to comply with the provisions of Sections 6 and 8 below. AZUL Holding and Neeleman shall work together with the Class B Shareholders in order to determine whether all Class B Preferred Shareholders may consent in writing to the provisions of Sections 6 and 8 of this Agreement, declaring in such document that (i) they will not transfer certain percentage of their AZUL Holding’s Class B Preferred Shares up to the Adjustment - Indemnifications Date (in order to comply with the adjustment obligations set forth in Sections 6 and 8 of this Agreement), and such percentage shall be defined in good faith by all Parties after the conclusion of the Due Diligences Exercises (“No Transfer Obligation”) and (ii) prepare the annotations of the No Transfer Obligation on AZUL Holding’s Share Registry Book (the “Consent of Class B Shareholders”). If all conditions precedent provided for in Section 5.1 have been satisfied and AZUL Holding and Neeleman have not obtained the consents of the Class B Shareholders, Neeleman and AZUL Holding agree to call an AZUL Holding’s AGE for the approval of the issuance of two (2) subscription warrants (bônus de subscrição) by AZUL Holding (the “Subscription Warrant AGE - TRIP’s Shareholders”), for a subscription price of [*****] each. One of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 6, as many Class B preferred shares as necessary to comply with the obligations of adjustment of shareholding provided for in Section 6 of this Agreement, related to determination of the Pre-Money Valuation of AZUL Holding (the “Subscription Warrants - Pre-Money Valuation Adjustment”). The second of the abovementioned subscription warrants shall be issued by AZUL Holding in favor of TRIP’s Shareholders in order to ensure that TRIP’s Shareholders receive from AZUL Holding, subject to Section 8, as many preferred shares as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (the

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

“TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment”, jointly with the Subscription Warrants - Pre-Money Valuation Adjustment, the “Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, waiving their preemptive rights. From the issuance of the Subscription Warrants for the Adjustment of Shareholding - Trip’s Shareholders, all obligations under Sections 6 and 8 of this Agreement will no longer be invoked against the Class B Shareholders, and TRIP’s Shareholders shall use the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders to consummate the transactions described in Sections 6 and 8 hereof.

4.4.1 Mutually, AZUL Holding and Neeleman agree to call an AZUL Holding’s AGE (“Subscription Warrant AGE - Original Shareholders”), for the approval of the issuance of a subscription warrant by AZUL Holding in favor of each of the Original Shareholders, for a subscription price of [*****] to be paid pro rata to the equity participation of each Original Shareholder in the capital stock of AZUL Holding, which will grant to the Original Shareholders the right to subscribe for as many preferred shares issued by AZUL Holding as necessary to comply with the indemnification obligation provided for in Section 8 of this Agreement (“Subscription Warrants for the Adjustment of Shareholding - Original Shareholders”). AZUL Holding and Neeleman shall endeavor their best efforts to cause the Class B Preferred Shareholders to approve the issuance of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders, waiving their preemptive rights.

4.5. Execution of the Shareholders’ Agreement After the IPO. Upon Completion of the IPO, Neeleman, on one side, and TRIP’s Shareholders, on the other side, with the intervention of AZUL Holding, hereby agree to execute a shareholders’ agreement, as set forth in Exhibit 4.5.

4.6. Amendment to AZUL Holding’s Bylaws. Immediately before the Completion of the IPO, Neeleman undertakes to cause AZUL Holding’s Bylaws to be amended in order to record as authority of the Board of Directors of AZUL Holding the matters listed in Section 6.3 of AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares, provided that, under the Corporations Law, such matters are not the exclusive authority of AZUL Holding’s shareholders’ meeting. Exhibit 4.6 sets forth the matters which shall be approved by the Board of Directors for the purposes of Section 4.6.

4.7. Delivery of Exhibits; Representations and Warranties. The Parties hereby agree that, on the Date of Execution, the Parties are unable to provide certain Representations and Warranties set forth in Section 7, pursuant exclusively to the need to produce the Exhibits in reference to each of the following Representations and Warranties: 7.2.3(b), 7.2.7, 7.2.8, 7.2.9(b), 7.2.10, 7.2.12, 7.2.13, 7.2.14, 7.2.16(B)7.2.17, 7.2.20, 7.2.24, 7.3.3(b), 7.3.7, 7.3.8(b), 7.3.9, 7.3.11, 7.3.12, 7.3.13, 7.3.15(B), 7.3.16, 7.3.19, and 7.3.23 (the “Suspended Representations and Warranties”). Notwithstanding the foregoing, on the 15^th (fifteenth) Business Day as of the Date of Execution (the “Deadline for the Delivery of Exhibits”), TRIP and TRIP’s Shareholders, on one side, and AZUL Holding, on the other side, shall provide each other the Suspended Representations and Warranties, on which the Parties will be committed to its terms and to the Exhibits delivered. If either Party fails to deliver the Exhibits in reference to the Suspended Representations and Warranties within the term

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

provided for herein, it is hereby agreed, for all contractual purposes, that such Party will have delivered, in the Deadline for the Delivery of Exhibits, all Suspended Representations and Warranties.

4.8. Guarantees by TRIP Participações and its Affiliates to TRIP. AZUL Holding shall endeavor its best efforts to replace TRIP Participações and its Affiliates in the capacity of guarantee providers in favor of TRIP and its Controlled Entities (the “Guarantee Providers”). AZUL Holding agrees to, within [*****] from the relevant request in this respect, reimburse TRIP Participações and its Affiliates for any payments made by the Guarantee Providers under the guarantee agreements granted by the Guarantee Providers in favor of TRIP, in the normal course of business. AZUL Holding shall endeavor its best efforts to replace Mr. José Mário Caprioli dos Santos from the capacity of depositary of the aircraft financing agreements. [*****]

SECTION V

CONDITIONS PRECEDENT TO THE MERGER OF SHARES

5.1. Conditions Precedent to the Merger of Shares. The Parties’ obligation to comply with their obligations in the Merger of Shares is subject to the satisfaction of the following conditions precedent before the Date of Merger (except for those which shall be satisfied on the Date of Merger), which may be waived, in writing, by each of the Parties, at its sole discretion (it being understood that no waiver shall hinder the indemnity right set forth in this Agreement):

(i) TRIP’s Shareholders and TRIP shall have obtained any and all Authorizations in any manner necessary or related to the consummation of the Merger of Shares;

(ii) AZUL Holding shall have obtained any and all Authorizations in any manner necessary or related to the consummation of the Merger of Shares;

(iii) the approval of ANAC for the carrying out of the Merger of Shares shall have been obtained, pursuant to the terms and conditions set forth in this Agreement (the “ANAC’s Authorization”);

(iv) the Transfer of SkyWest Shares to TRIP Investimentos shall have occurred;

(v) the nonexistence of any order issued by any Governmental Authority or any Law, prohibiting, suspending, altering or limiting, in any manner, the Merger of Shares;

(vi) no violation of any of the obligations or relevant representation and warranties of any of the Parties set forth in this Agreement or in any of the Transaction Documents shall have occurred;

(vii) no judicial, arbitration, or administrative proceeding aiming to prohibit, restrict or postpone the Merger of Shares, or to challenge the validity or legitimacy of the Merger of Shares shall exist or be in course;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

(viii) the following certificates of TRIP shall have been issued and be valid on the Date of Merger, for the specific purpose of registering the Merger of Shares: (i) Good Standing Certificate in relation to the Unemployment Guarantee Fund, issued by Caixa Econômica Federal; (ii) Clearance Certificate of Debts relating to Social Contributions and to Third Party Contributions; and (iii) Joint Certificate of Debts relating to Federal Taxes and Overdue Federal Liabilities;

(ix) no Material Adverse Effect of the Due Diligence Exercises shall have been identified by any of the Parties during the Due Diligence Exercises, as provided for in Section 4.3;

(x) all Class B Preferred Shareholders shall have executed the Class B Preferred Shareholders’ Consents or, in the absence thereof, the Subscription Warrant AGE - TRIP’s Shareholders and Subscription Warrant AGE - Original Shareholders shall have been held and the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders and the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall have been issued; and

(xi) the Suspended Representations and Warranties, once declared on the Deadline for the Delivery of Exhibits, pursuant to Section 4.7, do not represent, at AZUL Holding or TRIP’s Shareholders sole discretion, as the case may be, a Material Adverse Effect of the Due Diligence Exercises.

5.2. Penalty; Non-Approval of Merger of Shares. Once the conditions precedent set forth in Section 5.1 above have been complied with, the Parties undertake to take all necessary actions to cause the Merger of Shares to occur on the Date of Merger. Should TRIP’s Shareholders not approve the Merger of Shares at TRIP’s AGE, TRIP shall pay to AZUL Holding, within 30 (thirty) Business Days from such event, a noncompensatory penalty in the amount of [*****]. Should the Original Shareholders not approve the Merger of Shares at AZUL Holding’s AGE, AZUL Holding shall pay to TRIP, within 30 (thirty) Business Days from such event, a noncompensatory penalty of [*****] Should both TRIP’s Shareholders and AZUL Holding’s Shareholders not approve the Merger of Shares, no penalty shall be due from one Party to the other.

SECTION VI

ADJUSTMENTS TO THE INITIAL EXCHANGE RATIO

6.1. Adjustment in the Exchange Ratio Immediately Prior to the IPO. The Parties agree that the premise of the Transaction is the Merger of Shares, with TRIP’s Shareholders receiving, for TRIP’s Shares, AZUL Holding’s New Shares. After the Date of Merger, AZUL Holding’s New Shares shall represent 30.7% (thirty point seven percent) of the total shares issued by AZUL Holding, being 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, representing 33% (thirty-three percent) of all common shares issued up to the Merger of Shares, and 553,627 (five hundred and fifty three thousand, six hundred and twenty-seven) Class B preferred shares, representing 28.2% (twenty eight point two per cent) of all Class B preferred shares then issued. Under the terms and conditions of this Agreement, TRIP’s Shareholders equity participation in AZUL Holding may be increased, immediately before the capitalization of the primary portion of the Initial Public Offering of AZUL Holding’s Shares - the Initial

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

35

Public Offering (“IPO”), for a maximum limit of 200.571 (two hundred thousand and five hundred and seventy one) Class B preferred shares, so that TRIP’s Shareholders may hold up to 754.198 (seven hundred fifty four thousand and one hundred and ninety eight) Class B preferred shares, representing 34.9% (thirty-four point nine per cent) of all Class B preferred shares of AZUL Holding (considering the shareholders structure on the Date of Merger), depending on the pre-money valuation of AZUL Holding at the time of pricing of its IPO (the “Pre-Money Valuation”), according to Sections 6.1.1, 6.1.2 and 6.1.3. The Pre-Money Valuation of AZUL Holding shall be calculated based on (i) the price per share specified in the announcement of the beginning of the IPO and (ii) the total number of shares (common and preferred) issued by AZUL Holding immediately before the date of Completion of the IPO (taking into account the difference of the economic value between the different classes of shares), binding the Parties and constituting an instrument sufficient to cause the Parties to comply with and perform their obligations under this Section 6.1. For clarity purposes, the economic value of the common shares issued by AZUL Holding is different from the economic value of its preferred shares. Based on the above, and notwithstanding the effective participation of each Party in AZUL Holding’s capital stock, the Parties agree that, on the Date of Merger, AZUL Holding’s New Shares shall represent 27% (twenty-seven percent) of AZUL Holding’s economic value, provided that such participation may be potentially increased up to 33% (thirty-three percent) of AZUL Holding’s economic value, depending on the Pre-Money Valuation on the date of the IPO, as described in Exhibit 6.1(A) hereto. Exhibit 6.1(B) contains details on the mechanism of Adjustments to the Initial Exchange Ratio, showing the number of Class B preferred shares of AZUL Holding to be transferred to TRIP’s Shareholders, pursuant to Sections 6.1.1, 6.1.2 and 6.1.3, taking into account the possible scenarios of the Pre-Money Valuation on the date of the IPO.

6.1.1 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO be equivalent in Brazilian Reais, according to the Conversion Rate, to US$2,000,000,000.00 (two billion United States Dollars) (inclusive) or more, TRIP’s Shareholders shall not be entitled to receive any other additional shares issued by AZUL Holding, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8.

6.1.2 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO be equivalent in Brazilian Reais, according to the Conversion Rate, to US$1,600,000,000.00 (one billion, six hundred million United States Dollars) (inclusive) or less, TRIP’s Shareholders will have the right to exercise the Subscription Warrants - Pre-Money Valuation Adjustment, within 4 (four) days after the publication of the Pre-Money Valuation announcement, in order to receive from AZUL Holding as many Class B preferred shares of AZUL Holding as necessary to guarantee to TRIP’s Shareholders the ownership of 34.9% (thirty-four point nine percent) of the Class B preferred shares, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8.

6.1.3 Should the Pre-Money Valuation of AZUL Holding at the time of pricing of the IPO vary, according to the Conversion Rate, between US$1,600,000,000.00 (one billion, six million United States Dollars) (exclusive) and US$2,000,000,000.00 (two billion United States Dollars) (exclusive), the number of Class B preferred shares of AZUL Holding that TRIP’s Shareholders shall receive from AZUL Holding, as a result of the exercise of the Subscription Warrants - Pre-Money Valuation Adjustment, within 4 (four) days after the publication of the Pre-Money Valuation announcement, shall be defined in a way that the total equity interest of TRIP’s Shareholders will vary linearly between 28.2% (twenty-eight point two per cent) and 34.9% (thirty-four point nine percent) of all Class B preferred shares

36

of AZUL Holding, subject to eventual adjustments of equity participation arising from the obligations set forth in Section 8. Exhibit 6.1(B) specifies and provides details on the form by which the agreement described in the immediately preceding sentence shall be enforced.

6.2. No IPO. Notwithstanding the provision of Section 6.1 above, should the IPO of AZUL Holding not happen within 24 (twenty-four) months from the conclusion of the Due Diligence Exercises (“Deadline”), TRIP’s Shareholders shall have the right to exercise, within 4 (four) days as of the Deadline, the Subscription Warrant - Pre-Money Valuation Adjustment, in order to receive as many Class B preferred shares issued by AZUL Holding as necessary to ensure to TRIP’s Shareholders the ownership of 34.9% (thirty-four point nine percent) of all Class B preferred shares of AZUL Holding.

6.3. Dilution Events. Notwithstanding anything to the contrary set forth herein, in case TRIP’s Shareholders or the Original Shareholders do not follow, in whole or in part, any capital increase transaction of AZUL Holding between the Date of Merger and the Completion of the IPO or the Deadline, whichever occurs first, the number of Class B preferred shares of AZUL Holding that TRIP’s Shareholders shall potentially receive from the Class B Preferred Shareholders, pursuant to Sections 6.1 and 6.2 above, shall be redefined in accordance with the effective variation of the equity participation of TRIP’s Shareholders or the Original Shareholders, as the case may be, keeping the adjustment mechanics in the Initial Exchange Ratio set forth in Sections 6.1 and 6.2 hereof, subject to any additional variation in the equity participation of TRIP’s Shareholders as a result of the provisions of Section 8 below.

SECTION VII

REPRESENTATIONS AND WARRANTIES

7.1. Representations and Warranties of TRIP’s Shareholders. Subject to the provisions of Section 4.7, as of the Date of Execution of this Agreement and as of the Merger Date, TRIP’s Shareholders represent and warrant the following to AZUL Holding, as regard themselves, it being understood that the truthfulness, updating, accuracy and completeness of such representations and warranties are essential conditions to AZUL Holding’s entering into this Agreement:

7.1.1. Organization. Each Shareholder of TRIP is a legal entity duly organized and validly existing in accordance with the Laws of Brazil.

7.1.2. Authorization; Valid Agreement. TRIP’s Shareholders have full power and authority to enter into this Agreement and perform their respective obligations. This Agreement has been validly entered into by TRIP’s Shareholders and no other action or procedure by TRIP’s Shareholders is necessary to authorize the execution or performance of this Agreement. This Agreement, the other Transaction Documents and the Exhibits to this Agreement constitute valid and binding obligations of TRIP’s Shareholders, enforceable against them in accordance with their terms and conditions.

7.1.3. No Conflict or Violation. Neither the execution and performance of this Agreement by TRIP’s Shareholders nor the consummation of the actions provided for in this Agreement and in the Transaction Documents shall (a) require any prior filing with any Governmental Authority or Authorization, to the exception of the ANAC Authorization, (b) require any prior consent from any third parties which has not been already obtained as of the

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Date of Execution, to the exception of those expressly set forth in Exhibit 7.1.3 to this Agreement, or (c) result in a violation or default of any agreement, Law or organizational documents of TRIP’s Shareholders.

7.1.4. Pending Actions. There is no pending or, to the best knowledge of any of TRIP’s Shareholders, threatened Dispute against TRIP’s Shareholders before any Governmental Authority which, if adversely decided, may affect the ability of TRIP’s Shareholders to perform their obligations arising from this Agreement, from the other Transaction Documents or from the Exhibits to this Agreement.

7.1.5. Full Disclosure. The representations made by TRIP’s Shareholders and by TRIP in this Agreement do not contain any untruthfulness or inaccuracy in regard to any relevant act or fact and do not omit the existence of any relevant act or fact whose knowledge would be required to prevent the representations made in this Agreement from being misleading, incorrect or incomplete.

7.2. Representations of TRIP’s Shareholders and of TRIP in Regard to TRIP and/or its Controlled Companies. As of the Date of Execution and as of the Date of Merger, TRIP’s Shareholders and TRIP represent and warrant the following to AZUL Holding, in regard to TRIP and/or its Controlled Companies, on a joint and several basis, it being understood that the truthfulness, updating, accuracy and completeness of such representations and warranties are essential conditions to AZUL Holding’s entering into this Agreement:

7.2.1. Organization. TRIP is a corporation duly organized and validly existing in accordance with the Laws of Brazil.

7.2.2. Authorization; Valid Agreement. TRIP has full power and authority to enter into this Agreement and perform its respective obligations. This Agreement has been validly entered into by TRIP and no other action or procedure by TRIP is necessary to authorize the execution or performance of this Agreement. This Agreement, the other Transaction Documents and the Exhibits to this Agreement are valid and binding obligations of TRIP, enforceable against it in accordance with their terms and conditions.

7.2.3. Consents and Approvals; No Violation. Neither the execution and performance of this Agreement by TRIP nor the consummation of the actions provided for in this Agreement and in the Transaction Documents shall (a) require any prior filing with any Governmental Authority or Authorization, to the exception of the ANAC’s Authorization, (b) require any prior consent from any third parties which has not been already obtained as of the Date of Execution, to the exception of those expressly set forth in Exhibit 7.2.3 to this Agreement, or (c) result in a violation or default of any agreement, Law or organizational documents of TRIP.

7.2.4. Capital Stock. As of the date hereof, TRIP’s capital stock is R$84,166,666.00 (eighty-four million, one hundred sixty-six thousand, six hundred and sixty-six Brazilian Reais), divided into 77,854,166 (seventy-seven million, eight hundred fifty-four thousand, one hundred sixty-six) common shares and 6,312,500 (six million, three hundred and twelve thousand, five hundred) preferred shares.

7.2.5. Ownership of TRIP’s Shares. (a) TRIP’s Shareholders hold legal title, ownership and possession of all TRIP’s Shares, which are free and clear of any and all Liens and/or any

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other defects; (b) except for Rio Novo’s put option against TRIP Participações, all TRIP’s Shares have been duly authorized and legally issued and are fully paid up and there are no other subscription rights or call options granted or other rights to purchase or subscribe for any shares or any other securities issued by TRIP which, if exercised, would confer on their respective holders shares issued by TRIP or that could be converted into or exchanged for shares issued or to be issued in the future by TRIP; and (c) TRIP’s Shareholders have not entered into any agreement (except for this Agreement and the other Transaction Documents) or undertaken any commitment with any third party to dispose or have the right to dispose of any shares issued by TRIP. Except by the companies incorporated for the purposes of the acquisition of aircraft, TRIP does not hold any interest in any legal entity of any type whatsoever, including any foundation, incorporated company, regardless of its type of organization, association, consortium, co-ownership or de-facto corporation, either with or without legal personality.

7.2.6. Shareholders’ Agreement. Except for the shareholders’ agreements entered into with SkyWest, there are no shareholders’ agreements, voting agreements, call options or other agreements with respect to governance, the sharing of rights relating to TRIP’s Shares and/or to the creation of any rights on TRIP’s Shares.

7.2.7. Books and Records. Except for the annotations on TRIP’s Share Registry Book and on Share Transfer Book with respect to Transfer of SkyWest’s Shares to TRIP Participações, the copy of TRIP’s corporate books delivered by TRIP’s Shareholders to AZUL Holding on the Date of Execution, as well as TRIP’s corporate records and practices which are required by Law to be kept, are complete and correct and neither contain nor reflect any material inaccuracy or discrepancy. All requirements, formalities and deadlines required under any Law in regard to the call, opening, holding, discussion and approval of the minutes and records (including, when applicable, filing thereof with the respective state registries of commerce) of meetings of shareholders, directors and officers, as applicable, financial statements and any other corporate actions of (sic) have been complied with and performed. The copy of TRIP’s books delivered by TRIP’s Shareholders to AZUL Holding on the Date of Execution represents TRIP’s official corporate books as of such date and shall prevail over any other version or book that has existed or may exist.

7.2.8. Relevant Agreements.

a. Exhibit 7.2.8 contains a complete list of the following agreements in force to which TRIP and/or its Controlled Companies are parties (together, the “TRIP Relevant Agreements”):

(i) Any agreement or set of agreements of the same nature (including those entered into with clients, vendors, brokers, consultants, service providers, agents or distributors) which, individually, involve the payment or receipt by TRIP and/or by its Controlled Companies of any amounts in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;

(ii) Any agreement containing any covenant or commitment which restrains TRIP’s and/or its Controlled Companies’ freedom to compete in any market segment or business activity or with any Person in any geographical area, or which, by its own terms, restrains TRIP’s and/or its Controlled Companies’ freedom to operate in any market segment, or which requires TRIP and/or its Controlled Companies to distribute or use any technology, product or service on an exclusive basis;

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(iii) Any agreement providing for the concession to third parties of the right to operate, in whole or in part, the businesses of TRIP and/or its Controlled Companies or establishing the assignment of any portion of the revenues of TRIP and/or its Controlled Companies;

(iv) Any agreement entered into with any manager, officer, collaborator or employee of TRIP and/or its Controlled Companies;

(v) Any leasing, lease, sublease or free lease agreement entered into with any Person to which TRIP and/or its Controlled Companies is bound as a principal, lessor, sublessor, free lessor, lessee, sublessee, free lessee or guarantor;

(vi) Any financial agreements, including any facility, loan, credit, vendor, investment or derivative agreements, which jointly or individually result in an obligation for TRIP and/or its Controlled Companies at an amount in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;

(vii) Any agreement for the creation of any Lien on any property and/or asset of TRIP and/or of its Controlled Companies;

(viii) Any agreement for the purchase, sale or transfer, on any account, of any property and/or asset that is or may be included in TRIP’s and/or its Controlled Companies’ assets;

(ix) Any agreement containing any provision in regard to a right of first refusal on the acquisition of any property or asset owned by a third party or by TRIP and/or its Controlled Companies;

(x) Any joint-venture, consortium or other agreement providing for the creation of a company or any other type of business organization, as well as all joint-venture or other similar agreements involving a sharing of profits or Losses with any other Person;

(xi) Any agreement providing for the payment of any indemnity at an amount in excess of R$100,000.00 (one hundred thousand Brazilian Reais) to be borne by TRIP and/or by its Controlled Companies;

(xii) Any agreement which contains a provision in regard to a change in the control of TRIP and/or of its Controlled Companies, or provides for a request of prior consent from a third party for the consummation of the Transaction set forth this Agreement, or could result in its early termination;

(xiii) Any agreement whose subject matter is the acquisition or disposal of any business (whether through sale, corporate restructuring or otherwise) involving TRIP and/or its Controlled Companies;

(xiv) Any agreement entered into by TRIP and/or by its Controlled Companies with any Governmental Authority, trade union or trade association;

(xv) Any agreement establishing the provision of any guarantee to third parties by TRIP and/or by its Controlled Companies;

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(xvi) Any agreement with Related Parties; and

(xvii) Any relevant license, sublicense and/or authorization agreements, among others, involving the use by TRIP and/or by its Controlled Companies of the Intellectual Property currently used in the conduct of their businesses.

b. Any other agreements that may be relevant to the conduct of TRIP’s and/or its Controlled Companies’ businesses as such businesses are conducted as of the Date of Execution. Each such Relevant Agreement has been entered into (a) in the ordinary course of business, reflecting market conditions for similar transactions, and (b) constitutes a legal, valid and binding obligation of TRIP and/or of its Controlled Companies. TRIP and/or its Controlled Companies did not (a) violate or incur in any default of any Relevant Agreement or (b) waive any right set forth in any Relevant Agreement. The execution of the Transaction Documents do not and will not violate any provision set forth in the Relevant Agreements and do not entitle any counterparty to such Relevant Agreements to acceleration of maturity and/or unilateral termination. TRIP’s Shareholders, TRIP and/or its Controlled Companies did not receive any notice of breach, total or partial termination, request of payment of a fine, early termination or indemnification claim in regard to any Relevant Agreement, and there is no renegotiation in progress in regard to any Relevant Agreement.

7.2.9. Litigation.

a. There are no pending Disputes or, to the best knowledge of any of TRIP’s Shareholders, of TRIP and/or of its Controlled Companies, threatened Disputes of civil or regulatory nature against TRIP and/or any of its Controlled Companies before any Governmental Authority which (a) seek to challenge, prevent, modify, limit and/or significantly delay the Transaction set forth in this Agreement, (b) challenge or object to the validity of this Agreement or of any action performed or to be performed by TRIP’s Shareholders or by TRIP under this Agreement, and/or (c) are class actions, including citizen suits and public-interest civil actions, or shareholder derivative suits.

b. Except as set forth in Exhibit 7.2.9(b), there are no Disputes against TRIP and/or its Affiliates which affect their businesses, operations, financial condition or assets in any court, tribunal or administrative body and which involve claims in excess of R$100,000.00 (one hundred thousand Brazilian Reais) or may cause a Material Adverse Effect.

c. TRIP did not violate any judgment, order, writ, preliminary injunction or ruling of any court, tribunal or administrative body.

7.2.10. Labor Issues. TRIP and/or its Controlled Companies are in compliance with all applicable labor Laws. There is no employment contract with any current or former employee which contains provisions establishing a period of notice or compensatory payments at amounts in excess of those established in the applicable labor Laws. All the employees of TRIP and/or of its Controlled Companies are duly registered in the relevant books and records. TRIP and/or its Controlled Companies are in compliance with all the covenants set forth in their respective collective labor or similar agreements with any trade union or organization applicable to their employees, and there is no new such agreement being negotiated by TRIP and/or its Controlled Companies. There is no strike or work stoppage involving TRIP and/or its Controlled Companies. All labor Disputes involving TRIP and/or its Controlled Companies are listed in Exhibit 7.2.10. No employee of TRIP and/or of its

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Controlled Companies is entitled to any extraordinary non-habitual payment due by TRIP and/or its Controlled Companies. No employee of TRIP and/or of its Controlled Companies is, in any material respect, in breach of any employment contract, confidentiality agreement or non-competition covenant. TRIP and/or its Controlled Companies are in compliance with all their contractual and statutory obligations in regard to their service providers.

7.2.11. Financial Statements; No Hidden Liabilities; Books and Records. (a) Exhibit 7.2.11 provides a true, correct and complete copy of each of the Financial Statements. TRIP’s Financial Statements have been extracted from TRIP’s books and records and correctly and fully reflect TRIP’s financial position, operating results and cash flows for the respective dates and periods, in accordance with Brazilian best practices and generally accepted accounting, tax, labor and social-security principles applied consistently over such periods; (b) TRIP has no obligation or liability (either accrued, contingent, unsettled, due or not yet due) (the “Contingencies”) which has not been duly accounted for and, as the case may be, reflected or accrued in TRIP’s balance sheet for the fiscal year ended December 31, 2011, included in the Financial Statements, to the exception of Contingencies appropriately reflected or accrued in such balance sheet. TRIP does not have any off-balance sheet loans or transactions; and (c) TRIP’s accounting books and other financial records (i) reflect all revenue and expense items and all assets and liabilities that must be reflected therein, in accordance with Brazilian best practices and generally accepted accounting, tax, labor and social-security principles applied consistently with TRIP’s past practices, (ii) are complete and correct and do not contain or reflect any inaccuracy or discrepancy and (iii) have been kept in compliance with good business and accounting practices and with the Law. The assets contained in the Financial Statements reflect their respective liquidation values, are in good state of repair, when applicable, and are freely marketable.

7.2.12. Tax and Social-Security Issues. All tax and social-security obligations of TRIP and/or of its Controlled Companies have been fully performed and paid pursuant to the Law (except for such obligations that are being judicially and/or administratively discussed in good faith). Except as set forth in Exhibit 7.2.12, there is no pending or, to the best knowledge of any of TRIP’s Shareholders and of TRIP, threatened Dispute for calculation or collection of any Taxes against TRIP and/or its Controlled Companies. TRIP and/or its Controlled Companies, as the case may be, have timely filed all Tax returns to the relevant Governmental Authorities in accordance with the Law. TRIP and/or its Controlled Companies have not taken and are not parties to any tax incentive program, installment program or program for payment of overdue Taxes in installments, except as listed Exhibit 7.2.12. All provisions for material risks involving the company’s Taxes applicable to previous periods have been duly accrued in the Financial Statements in accordance with the Law and with the applicable Brazilian generally accepted accounting principles.

7.2.13. Assets. TRIP and/or its Controlled Companies hold legal title and possession of all assets, goods and real and personal properties listed in Exhibit 7.2.13(i), which are free and clear of any and all Liens. The assets, either owned or from third parties, used by TRIP and/or its Controlled Companies, either owned or from third parties, are in good conditions of use and are used and maintained in accordance with their manufacturers’ written instructions, and there are no unusable or unused items in the conduct of TRIP’s and/or its Controlled Companies’ activities, except for wear and tear resulting from normal use. Exhibit 7.2.13(i) contains a list of all TRIP’s and/or its Controlled Companies’ assets, goods and real and personal properties, including, without limitation, those in possession of third parties, which are necessary and sufficient for TRIP and/or its Controlled Companies to continue to conduct

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their activities and businesses in accordance with the past practices reflected in the Audited Financial Statements. The assets listed in Exhibit 7.2.13(ii) are subject to lease-purchase transactions and may continue to be used by TRIP and/or by its Controlled Companies after the consummation of the Transaction without any penalty, hindrance, termination or notice requirement, except as set forth in such Exhibit 7.2.13(ii). TRIP’s and/or its Controlled Companies’ cash is free or invested in financial investments which enable the release of the funds to TRIP and/or to its Controlled Companies no later than thirty (30) days after the respective redemption request.

7.2.14. Intellectual Property and Know-How. Exhibit 7.2.14 contains a list of all Intellectual Property owned by or licensed to TRIP and/or its Controlled Companies. The use of the Intellectual Property and Know-How by TRIP and/or by its Controlled Companies do violate any rights and are not subject to any judicial or administrative challenge by third parties. Neither TRIP and/or its Parent Companies nor TRIP’s Shareholders have granted, assigned or licensed Intellectual Property rights or Know-How to third parties. TRIP’s and/or its Controlled Companies’ business operations do not violate or infringe on third-party Intellectual Property or Know-How rights. TRIP and/or its Controlled Companies hold legal title to TRIP’s Intellectual Property and Know-How, which are not subject to any license or limitation on use, are free and clear of any and all Liens and are not subject to any agreement that requires any payment to a third party or obligation to grant a right to a third party.

7.2.15. Insurance. The insurance policies held by TRIP and/or by its Controlled Companies are in compliance with the Law and in force and all premiums payable have been timely paid by TRIP and/or by its Controlled Companies. No circumstances exist and no events have occurred which may prevent or hinder the renewal of such policies by TRIP and/or by its Controlled Companies. The coverage provided under such policies is suitable and reasonable in view of the activities performed by TRIP and/or by its Controlled Companies and of the expected and historical Losses incurred by TRIP and/or by its Controlled Companies and consistent with market practices. TRIP and/or its Controlled Companies did not take or failed to take any measure that could cause a denial of their insurance companies to indemnify TRIP and/or as its Controlled Companies upon the occurrence of any events insured against. There is no material non-performance by TRIP and/or by its Controlled Companies of any provision contained in any such insurance policies.

7.2.16. Concession, contracts and slots. (A) TRIP holds the Airline Approval Certificate (CHETA) No. 9809-002/STE, which is valid and in full force. (B) The contracts in regard to airport areas listed in Exhibit 7.2.16(i) are valid and in full force and TRIP has not received any notice in regard to any termination thereof. The landing and take-off slots listed in Exhibit 7.2.16(ii) and Transportation Times (HOTRANS) allocated to TRIP are in full force and effect, and TRIP has not received any notice in regard to any forfeiture, termination or reassignment thereof. TRIP and its Controlled Companies are in compliance with all operating, technical and safety guidelines, rules, recommendations and standards issued by any Governmental Authority and/or manufacturer of aircraft, engines, parts and components.

7.2.17. Real and personal property leases and loans for use. Exhibit 7.2.17 contains a true and complete list of all real and personal property leases and loans for use to which TRIP is a party. Such real and personal property leases and loans for use are in force. All material amounts or sums, as well as all ancillary obligations (including condominium charges and property Taxes), due under any such agreement have been duly paid and discharged and there

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are no outstanding debts in connection therewith. TRIP has not breached any of the Relevant Agreements or material conditions of any of the agreements relating to such real and personal property leases or loans for use.

7.2.18. Restrictive Covenants; Guarantees to the Benefit of Third Parties. Without prejudice and subject to the content of the other representations made in this Section 7.2, TRIP and/or its Controlled Companies are not parties and are not subject to any Law, Authorization or agreement (including guarantees), instrument, document or covenant that may prevent, limit, delay, jeopardize or otherwise affect the continuity of TRIP’s and/or its Controlled Companies’ operations and businesses after the Date of Execution.

7.2.19. Compliance with Applicable Law (a) TRIP and/or its Controlled Companies have all the Authorizations necessary or required under any Law, including those of environmental and regulation nature, for performance of their respective business the way they are currently performed. Such Authorizations are in full force, effect and in good standing, and TRIP and/or it Controlled Companies have timely filed the relevant applications for renewal of such Authorizations whenever and where necessary, and there is no ongoing, pending or to the knowledge of any TRIP’s Shareholder and TRIP and/or Controlled Companies threatened Disputes seeking to revoke, repeal, invalidate, annul, suspend, restrict and/or limit any of such Authorizations; (b) there is no ongoing, pending or threatened material Disputes against TRIP and/or its Controlled Companies arising from or otherwise related to any environmental and/or regulation Law; (c) TRIP and/or its Controlled Companies shall not be liable for any event constituting or that may constitute an environmental violation, including any and all (civil, administrative or criminal) environmental liabilities, burden, risks, losses, contamination of any kind either of the soil, underground or surface water, or expenses arising from any burden, risks, losses or environmental damages concerning their respective business and activities.

7.2.20. Business with Related Parties. Except as listed in Exhibit 7.2.20, on the Date of Execution, TRIP and/or its Controlled Companies are not a party to any contract, (written or oral) agreement or other executed instrument and/or do not have obligations, liabilities and/or debts of any kind to any of its officers, managers and/or direct or indirect shareholders of TRIP and/or its Controlled Companies, or relatives of any of the latter, including any contract, agreement or other instrument entered into with TRIP and/or its Controlled Companies, with any of the aforementioned referring to: (a) lease or free lease of any real properties, properties, assets or personal property; (b) licensing or use of any Intellectual Property; (c) obligations to buy or sell any tangible or intangible asset, product or rendering of service; or (d) financial loans, advance of funds, checking accounts, assumption of debts, commissions, sharing of expenses or revenues. TRIP and/or its Controlled Companies have no direct or indirect consulting agreement or any other services agreement with any Related Party.

7.2.21. Client Portfolio; Consumer Protection. The rendering of services to all clients by TRIP and/or its Controlled Companies is, in all its material aspects, in good standing and the Date of Execution and execution of the other Transaction Documents by the Parties shall not prevent maintenance of the regular client portfolio of TRIP. TRIP meets, in all its material aspects, in a proper manner, all requirements under the consumer protection laws as to the relationship with suppliers and consumers, as it does in its relationship with competitors or consumer protection entities. There are no facts, acts, omissions or circumstances that may represent a breach of the consumer protection Laws.

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7.2.22. Conduction of Business. As from December 31, 2011, to the Date of Execution, (a) the business of TRIP and/or its Controlled Companies has been conducted regularly and in accordance with its corporate documents, in compliance with Law, without any relevant change; (b) no change has occurred in the Assets, liabilities, business, operating results or financial situation of TRIP and/or its Controlled Companies, except for those arising from the ordinary course of business; and (c) none of the acts below has been performed: (i) contracting or assumption of any liability or obligation, of any kind, including by means of execution of any agreement or contract, except in the ordinary course of business and provided that they do not jointly or severally cause a Relevant Adverse Effect; (ii) payment of any liability or obligation other than liabilities and obligations that became due and enforceable in the ordinary course of business according to the respective terms and conditions; (iii) declaration, distribution or payment of dividends, interest on equity or other form of distribution or payment concerning shares issued by TRIP and/or its Controlled Companies; (iv) cancellation or waiver of any credits or rights; or (v) any change in any accounting practice or method, except for those required by law.

7.2.23. Severability of the Services and Management Structure. TRIP and/or its Controlled Companies do not supply, use and are not subject or party to any written or verbal agreement with any Person, involving the sharing of (a) services rendered by third parties to TRIP and/or its Controlled Companies or (b) the management structure of TRIP and/or its Controlled Companies.

7.2.24. Benefits Plans. Exhibit 7.2.24 contains a list of the benefits (including the benefits plan) granted by TRIP and/or its Controlled Companies to their respective employees, officers and staff (the “Benefits Plan”). All contributions (including all the contributions by employer and employee) owed have been paid on the terms of each Benefits Plan. The consummation of the Transaction does not entail or result in the early maturity of such obligations, acquisition of additional rights, or increase in the amount of remuneration owed to any employee or former employee on the terms of each Benefits Plan. There is no unfinanced obligation concerning any Benefits Plans that are not fully reflected in the Financial Statements, pursuant to applicable Law and to the accounting principles generally accepted in Brazil.

7.2.25. Relevant Fact. There are no relevant facts or circumstances concerning the business or activities of TRIP and/or its Controlled Companies which could cause a Relevant Adverse Effect (a) which are not provided for in the Financial Statements, or (b) which have not been informed in the Exhibits to this Agreement.

7.2.26. Certain Practices. Under no circumstance did TRIP and/or its Controlled Companies, including through any employee, officer, manager, agent, consultant or any other Person, offer, pay, undertake to pay or authorize payment in cash or other valuable assets to any person that is an official, agent, employee or representative of any Governmental Authority or to any existing or potential client or supplier or to any political party, any candidate to public office or to political party firms or to any other Person (a) to obtain a favorable treatment in business, (b) to pay for a favorable treatment in business, (c) to obtain special concessions or for special concessions already obtained, in favor of or in relation to TRIP’s Shareholders, TRIP and/or to its Controlled Companies, or (d) in violation of any Law.

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7.2.27. Full Release. The declarations made by TRIP’s Shareholders and by TRIP under this Agreement have no untruthfulness or inaccuracy as to any relevant act or fact, the knowledge of which shall be necessary so all declarations made under this Agreement are not misleading, incorrect or incomplete.

7.2.28. Pending Acts. There is no pending or to the knowledge of TRIP and/or its Controlled Companies threatened Dispute against them before any Governmental Authority that, if held unfavorably may interfere in TRIP’s capacity to comply with its obligations arising from this Agreement, other Transaction Documents and also from Exhibits to this Agreement.

7.3. Representations and Warranties of AZUL Holding as regards AZUL Holding and/or its Controlled Companies. On the Date of Execution of this Agreement and on the Date of Merger, AZUL Holding represents and warrants to TRIP’s Shareholders, in relation to itself, the following, and the truthfulness, updating, accuracy and completeness of such representations and warranties are essential conditions for TRIP’s Shareholders to execute this Agreement:

7.3.1. Organization. AZUL Holding and its respective Controlled Companies are joint-stock corporations duly organized and validly existing according to the Laws of Brazil.

7.3.2. Authorization; Validity of the Agreement. AZUL Holding has full power and authority to execute this Agreement and to comply with its respective obligations. Except as otherwise provided for herein, this Agreement was duly and validly executed by AZUL Holding and no further act or procedure by AZUL Holding is necessary to authorize the execution and compliance with this Agreement. This Agreement, and the other Transaction Documents and Exhibits to this Agreement are valid and binding obligations of AZUL Holding and enforceable against it according to their terms and conditions.

7.3.3. Consents and Approvals; Non-existence of Violations. The execution of and compliance with this Agreement by AZUL Holding, as well as the consummation of acts under this Agreement and the Transaction Documents shall not: (a) require any previous filing with any Governmental Authority or Authorization, except for the Authorization from the National Agency for Civil Aviation (ANAC); (b) require any previous consent from any third parties that has not been obtained yet on the date hereof, with the exception of those expressly set forth in Exhibit 7.3.3 to this Agreement; or (c) result in the violation of or default on any agreement, Law or corporate documents of AZUL Holding.

7.3.4. Capital Stock. The capital stock of AZUL Holding, on the date hereof, is R$400,708,400.00 (four hundred million, seven hundred and eight thousand, four hundred Brazilian Reais) represented by 4,031,250 (four million, thirty-one thousand, two hundred and fifty) shares, of which 2,500,000 (two million, five hundred thousand) are AZUL Holding’s Common Shares, 125,000 (one hundred, twenty-five thousand) are AZUL Holding’s Class A Preferred Shares, and 1,406,250 (one million, four hundred and six thousand, two hundred and fifty) are AZUL Holding’s Class B Common Shares. The Original Shareholders hold 100% (one hundred per cent) of AZUL Holding’s Shares, pursuant to Exhibit A to this Agreement, which are free and clear of any encumbrances, except for AZUL Holding’s Shareholders’ Agreement.

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7.3.5. Shareholders’ Agreement. Except for AZUL Holding’s Shareholders’ Agreement, there are no shareholders’ agreements, voting agreements, stock options or other agreements concerning governance, sharing of rights on AZUL Holding’s Shares and/or the creation of any rights on AZUL Holding’s Shares.

7.3.6. Books and Records. Copy of the corporate books of AZUL Holding and AZUL provided to TRIP and to TRIP’s Shareholders on the Date of Execution, in addition to the records and corporate practices of AZUL Holding and AZUL, whose existence is required by Law, are complete and correct, and do not contain or reflect any inaccuracy or material discrepancy. All requisites, formalities, and terms required by any Law concerning call, convening, holding, resolution and approval of the minutes and records (including, whenever applicable, the register with state commercial registries) of the shareholders’ meetings, board of directors’ meetings and board of officers’ meetings, financial statements and any other corporate acts that have been observed and complied with. Copy of the books of AZUL Holding and AZUL submitted to TRIP and to TRIP’s Shareholders on the Date of Execution represents the official corporate books of AZUL Holding as from the aforesaid date and must prevail over any other version or book that ever existed or may exist.

7.3.7. Relevant Agreements.

a. Exhibit 7.3.7 contains a complete list of the following agreements in effect and to which AZUL Holding and/or its Controlled Companies are a party (jointly referred to as “AZUL Holding Relevant Agreements”):

(i) agreement, or a set of agreements of the same kind (including those executed with clients, suppliers, agents, consultants, service providers, sales agents or distributors), which individually involve payment or receipt by AZUL Holding and/or its Controlled Companies of amounts over R$1,000,000.00 (one million Brazilian Reais) per year;

(ii) agreement that contains any covenant or commitment restricting the free prerogative of AZUL Holding and/or its Controlled Companies to compete in any market segment, line of business or with any other Person in any geographic area, or that on its terms restricts the free prerogative of AZUL Holding and/or its Controlled Companies to act in any market segment or, moreover, that requires AZUL Holding and/or its Controlled Companies to distribute or use on an exclusive basis a technology, product or service;

(iii) agreement whose subject matter is the granting to third parties of the right to conduct in whole or in part the business of AZUL Holding and/or its Controlled Companies, or that determines the assignment of a portion of the revenues of AZUL Holding and/or its Controlled Companies;

(iv) agreement executed with any manager, officer, worker or employee of AZUL Holding and/or its Controlled Companies;

(v) leasing, lease, sublease or free lease agreement executed with any Person, by which AZUL Holding and/or its Controlled Companies are bound as a party, lessor, sublessor, free lessor, lessee, sublessee, free lessee or guarantor;

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(vi) financial agreements, including financing, loan, credit extension, vendor, investment or derivatives resulting in obligation to AZUL Holding and/or its Controlled Companies, in an amount annually, jointly or severally, over R$1,000,000.00 (one million Brazilian Reais);

(vii) agreement setting forth the creation of any Lien on any of the properties and/or assets of AZUL Holding and/or its Controlled Companies;

(viii) purchase, sale or transfer agreement, on any account, of any property and/or asset comprising or that may comprise the asset of AZUL Holding and/or its Controlled Companies;

(ix) agreement containing provision on the right of first refusal to buy any property or asset of third parties or owned by AZUL Holding and/or its Controlled Companies;

(x) joint venture agreement, consortium agreement or other that set forth the organization of a company or any other business association, and all the association agreements or other similar agreements involving a sharing of profits or Losses with any other Person;

(xi) agreement setting forth payment of indemnification in an amount over R$100,000.00 (one hundred thousand Brazilian Reais) to be borne by AZUL Holding and/or its Controlled Companies;

(xii) agreement containing a provision about the change in the control of AZUL Holding and/or its Controlled Companies or that requires previous consent from a third party for consummation of the Transaction hereunder, or which could result in the early termination hereof;

(xiii) agreement whose subject matter is the acquisition or disposal of any business (either by means of purchase and sale, ownership restructure or otherwise) involving AZUL Holding and/or its Controlled Companies;

(xiv) agreement executed by AZUL Holding and/or its Controlled Companies with any Governmental Authority, union or class entity;

(xv) agreement providing for the posting of any guarantee to third parties by AZUL Holding and/or its Controlled Companies;

(xvi) agreements with Related Parties; and

(xvii) relevant license, sublicense and/or authorization agreements, among others, involving the use by AZUL Holding and/or its Controlled Companies of Intellectual Properties used herein for the conduction of its business.

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b. any other agreements that are relevant for the conduction of the business of AZUL Holding and/or its Controlled Companies, the way such business is conducted on the Date of Execution. Each Relevant Agreement was executed (a) in the ordinary course of business reflecting the market conditions for similar transactions; and (b) is a legal, valid and binding obligation of AZUL Holding and/or its Controlled Companies. AZUL Holding and/or its Controlled Companies did not (a) violate or default on any Relevant Agreement, and (b) waive any right provided for in any Relevant Agreement. Execution of the Transaction Documents does not and shall not breach any provision in the Relevant Agreements, as it shall not result in the right of any counterparty to such Relevant Agreements of demanding the early maturity and/or unilateral termination. AZUL Holding and/or its Controlled Companies have no knowledge of any notification of breach, full or partial termination, or request for fine, early termination or request for indemnity for any Relevant Agreement and no renegotiation in relation to any Relevant Agreement is in course.

7.3.8. Litigation.

a. There are no pending and to the knowledge of AZUL Holding and/or its Controlled Companies any existing threatened Disputes of civil or regulation nature against AZUL Holding and/or any of its Controlled Companies with any Governmental Authority that (a) intend to question or hamper, change, limit and/or materially delay the Transaction provided for in this Agreement, (b) question or oppose the validity of this Agreement or any act performed or to be performed by AZUL Holding, on the terms of this Agreement, and/or (c) are of collective nature, including public actions and class actions or actions of corporate nature.

b. Except as provided for in Exhibit 7.3.8(b), there are no Disputes against AZUL Holding and/or its Affiliates affecting its business, operations, financial situation or assets, with any court or administrative body, and which involve amounts claimed over R$100,000.00 (one hundred thousand Brazilian Reais) or that may cause a Relevant Adverse Effect.

c. AZUL Holding did not breach any court decision, order, court injunction, preliminary injunction or ruling by any court or administrative body.

7.3.9. Labor Matters. AZUL Holding and/or its Controlled Companies are in compliance with all labor Laws applicable. There is no agreement with the current or former employees containing provisions setting forth a prior notice or indemnities over those provided for in the labor Laws applicable. All employees of AZUL Holding and/or its Controlled Companies are regularly recorded on proper books and registers. AZUL Holding and/or its Controlled Companies are in compliance with all the commitments of their respective collective bargaining agreements or similar agreements with any union or organization applicable to their employees, and no new agreement is being negotiated by

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AZUL Holding and/or its Controlled Companies. There is no strike or work stoppage involving AZUL Holding and/or its Controlled Companies. All labor Disputes involving AZUL Holding and/or its Controlled Companies are listed in Exhibit 7.3.9. No employee of AZUL Holding and/or its Controlled Companies has the right to any extraordinary and non-habitual payment owed by AZUL Holding and/or its Controlled Companies. No employee of AZUL Holding and/or its Controlled Companies is, in any material aspect, in violation of any employment contract, confidentiality agreement or non-compete agreement. AZUL Holding and/or its Controlled Companies are in compliance with all their contractual and legal obligations in relation to their service providers.

7.3.10. Financial Statements; No Hidden Liabilities; Books and Records. (a) Exhibit 7.3.10 has a faithful, correct and complete copy of each of the Financial Statements. AZUL Holding’s Financial Statements have been taken out from books and records of AZUL Holding and represent correctly and completely the financial position, the operating results and the cash flows of AZUL Holding for all dates and periods to which they refer according to the best accounting, tax, labor and social security practices and generally accepted principles in Brazil, applied consistently during the periods at issue; (b) AZUL Holding has no Contingency that has not been duly considered and, as the case may be, reflected or provisioned for in the balance sheet of AZUL Holding as to the fiscal year ended December 31, 2011, included in the Financial Statements, with the exception of the Contingencies reflected on or provisioned for in the aforementioned balance sheet. AZUL Holding has no off balance sheet financings or operations; and (c) the accounting books and other financial records of AZUL Holding: (i) reflect all items for revenue and expenses and the assets and liabilities that must be reflected thereon, according to the best accounting, tax, labor, and social security practices and generally acceptable principles in Brazil, applied on a basis consistent with the past practices of AZUL Holding; (ii) are complete and correct, and do not contain or reflect any inaccuracy or discrepancy, and (iii) have been kept in accordance with the good business, accounting practices and the Law. The assets indicated in the Financial Statements reflect the respective settlement amounts, are in good standing, whenever applicable, and may be commercialized on a free basis.

7.3.11. Tax and Social Security Matters. All the tax and social security obligations of AZUL Holding and/or its Controlled Companies have been fully complied with and paid as provided for in the Law (except for those under discussion in good faith judicially and/or administratively). Except as provided for in Exhibit 7.3.11, there is no pending or to the knowledge of AZUL Holding threatened Dispute for calculation or collection of any Tax against AZUL Holding and/or its Controlled Companies. AZUL Holding and/or its Controlled Companies, as the case may be, have timely filed all Tax returns with the competent Governmental according to Law. AZUL Holding and/or its Controlled Companies did not take part in and are not a party to any tax incentive plan, payment in installments or program for payment of overdue Tax debts in installments, with the exception of the list included in Exhibit 7.3.11. All the provisions for material risks involving Taxes of the company have been made in accordance with the Law and the accounting principles applicable and generally accepted in Brazil, and all Tax obligations of the company applicable to previous periods have been duly provided for in the Financial Statements, in accordance with the Law and the accounting principles applicable and generally accepted in Brazil.

7.3.12. Assets. AZUL Holding and/or its Controlled Companies are lawful owners and holders of assets, properties, personal assets and real properties identified in Exhibit 7.3.12(i),

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which are free and clear of any and all Liens. The assets used by AZUL Holding and/or its Controlled Companies, either their own or those owned by third parties, are in good conditions to be used and are used and kept according to the manufacturer’s written instructions, and there are no items in no conditions of use or that are not used in the performance of the activities of AZUL Holding and/or its Controlled Companies, except for the wear and tear due to its normal use. Exhibit 7.3.12(i) contains a list of assets, properties, personal assets and real properties owned by AZUL Holding and/or its Controlled Companies, including, but without limitation, those in possession of third parties, necessary and sufficient so that AZUL Holding and/or its Controlled Companies may continue to conduct their activities and business according to the past practices reflected in the Audited Financial Statements. The assets listed in Exhibit 7.3.12(ii) are subject to leasing transactions and may continue to be used by AZUL Holding and/or its Controlled Companies after consummation of the Transaction, without any penalty, hindrance, termination or need for notification, except for the provision in the aforementioned Exhibit 7.3.12(ii). The cash funds of AZUL Holding and/or its Controlled Companies are free or invested in financial funds that enable the release of resources to AZUL Holding and/or its Controlled Companies within the term of thirty (30) days at most as from the respective request for redemption.

7.3.13. Intellectual Property and Know-How. Exhibit 7.3.13 contains a list of the Intellectual Property held by AZUL Holding and/or its Controlled Companies or licensed thereto. The use of Intellectual Property and Know-How by AZUL Holding and/or its Controlled Companies does not infringe on any rights and is not subject of any judicial or administrative challenge by third parties. AZUL Holding and/or its Controlled Companies did not grant, assign or license Intellectual Property rights and Know-How to third parties. The business transactions of AZUL Holding and/or Controlled Companies do not breach or infringe on third parties’ Intellectual Property or Know-How rights. The Intellectual Property and Know-How of AZUL Holding are lawfully owned by AZUL Holding and/or its Controlled Companies and are not subject to a license or limitation of use, and they are free and clear of any and all Liens and are not subject to an agreement that requires payment to third parties or to an obligation to grant right to third parties.

7.3.14. Insurance. Insurance policies contracted by AZUL Holding and/or by its Controlled Companies are in accordance with the law and in effect, and all premium owed have been timely paid by AZUL Holding and/or its Controlled Companies. There are no circumstances and no event has occurred that could impede or make unfeasible the renewal of such policies by AZUL Holding and/or its Controlled Companies. Coverage offered under such policies is adequate and reasonable, in view of the activities performed by AZUL Holding and/or by its Controlled Companies, in light of the Losses expected and historically incurred by AZUL Holding and/or its Controlled Companies, and it is compatible with market practices. AZUL Holding and/or its Controlled Companies did not take or fail to take any measure that may cause refusal by their insurance companies to indemnify AZUL Holding and/or its Controlled Companies for the occurrence of insured events. There is no material breach by AZUL Holding and/or by its Controlled Companies related to any provision from any of such insurance policies.

7.3.15. Concession, agreements and slots. (A) AZUL Holding and/or its Controlled Companies hold concession to operate, pursuant to the Concession Agreement published in the Official Gazette of the Federal Executive on November 28, 2008, and they also hold the Airline Approval Certificate - CHETA No. 2008-11-0AZU-01-000, dated November 7, 2008, which are valid and in full force. The agreements concerning the airport areas listed in

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Exhibit 7.3.15(i) are valid and in full force, and AZUL Holding has not been notified about termination thereof. The slots listed in Exhibit 7.3.15(ii) and the Transport Time - HOTRANS assigned to AZUL Holding are in full force and effect, and AZUL Holding has not been notified about its revocation, termination or redistribution. AZUL Holding and its Controlled Companies comply with all guidelines, rules, recommendations and operating, technical and safety rules issued by any Governmental Authority and/or aircraft, engine, part and piece manufacturers.

7.3.16. Charters, free lease and leasing. Exhibit 7.3.16 contains a faithful and complete list of all the charters, free lease and leasing to which AZUL Holding is a party. Such charters, free lease and leasing are currently in effect. All amounts or material values, as well as all other accessory obligations (including condominium fees and Taxes levied on the property) owed under each agreement have been duly paid for and settled, and there are no outstanding debts in relation thereto. AZUL Holding did not breach any of the Relevant Agreements or material conditions of any of the agreements related to such leases, free leases or leasing.

7.3.17. Restrictive Provisions; Guarantees in Favor of Third Parties. Without prejudice and subject to the content and extension of the other representations made in Section 7.3, AZUL Holding and/or its Controlled Companies are not parties and are not subject to any Law, Authorization or agreement (including guarantees), instrument, document or provision that may impede, limit, delay, compromise or in any other way affect continuity of the transactions and business of AZUL Holding and/or its Controlled Companies after the Date of Execution.

7.3.18. Compliance with Applicable Law. (a) AZUL Holding and/or its Controlled Companies have all the Authorizations necessary or required under any Law, including environmental and regulatory, to conduct their respective businesses as they are currently being conducted. Such Authorizations are in full force and effect and are regular, and AZUL Holding and/or its Controlled Companies complied with on a timely basis the requirements pertaining to the renewal of such Authorizations every time and whenever required and there are no Disputes in course, pending or otherwise, to the knowledge of AZUL Holding and/or its Controlled Companies, threatened, which aim at revoking, canceling, invalidating, nullifying, suspending, restricting and/or limiting any such Authorizations; (b) there are no material Disputes in course, pending or threatened, against AZUL Holding and/or its Controlled Companies, arising out of in any way related to any Law of environmental and/or regulatory nature; (c) AZUL Holding and/or its Controlled Companies are not liable for any event which is or may become an environmental violation, including all and any environmental liabilities (civil, administrative or criminal), burden, risks, losses, contamination of any kind, whether in the ground, underground water or superficial contamination, or expenses arising out of any burden, risks, losses or environmental damages related to its respective business and activities.

7.3.19. Business with Related Parties. Except as listed in Exhibit 7.3.19, on the Date of Execution, AZUL Holding and/or its Controlled Companies are not a party to any contract, agreement (written or oral) or any other executed instrument and/or has obligations, liabilities and/or debts of any nature with any of its officers, managers and/or direct or indirect shareholders of AZUL Holding and/or its Controlled Companies, or members of the family of any of the previous ones, including any contract, agreement, or other instrument entered into by and between AZUL Holding and/or it Controlled Companies, to any of the

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abovementioned regarding: (a) lease or free lease of any real properties, goods, assets or personal property; (b) licensing or use of any Intellectual Property; (c) obligations of purchase or sale of any tangible or intangible asset, product or service provision; or (d) financial loans, advancement of funds, current accounts, assumptions of debts, commissions, apportionment of expenses or revenues. AZUL Holding and/or its Controlled Companies do not have any contract, direct or indirect, for consulting or any other services with any Related Party.

7.3.20. Portfolio of Clients; Protection to Consumers. The rendering of services to all the clients carried out by AZUL Holding and/or its Controlled Companies is, in all its material aspects, in a good standing and the Date of Execution and the other Transaction Documents by the Parties shall not impede the regular maintenance of AZUL Holding and/or its Controlled Companies clients. AZUL Holding meets, in all its material aspects, in a proper manner, all the requirements of consumer protection law, as regards relationship with suppliers and consumers, as well as in the relationship with competitors or entities for consumer protection. There are no facts, acts, omissions, or circumstances which could represent a violation of the Consumer Protection Laws.

7.3.21. Business Conduct. As from December 31, 2011 to the Date of Execution, (a) the business of AZUL Holding and/or its Controlled Companies has been conducted regularly and pursuant to their organizational documents, in compliance with the Law, without any relevant change; (b) no change has occurred with the Assets, liabilities, business, operating results or financial situation of AZUL Holding and/or its Controlled Companies, except for those arising out of the ordinary course of business; and (c) none of the following acts was performed: (i) hiring or assumption of any liability or obligation, of any nature, including by means of execution of any agreement or contract, except in the ordinary course of business and which does not cause, collectively or separately, a Relevant Adverse Effect; (ii) payment of any liability or obligation which are liabilities and obligations which become due and payable in the ordinary course of business, according to their respective terms and conditions; (iii) declaration, distribution or payment of dividends, interest on equity or other form of distribution or payment regarding the shares issued by AZUL Holding and/or of its Controlled Companies; (iv) cancellation or waiver of any credits or rights; or (v) any change to any accounting practice or method, except for those required by Law.

7.3.22. Independence of Services and Administrative Services. AZUL Holding and/or its Controlled Companies do not supply, use, are subject to or are a party to any agreement, written or oral, with any Person, involving the sharing of (a) services provided by third parties to AZUL Holding and/or its Controlled Companies or (b) the administrative structure of TRIP and/or its Controlled Companies.

7.3.23. Benefits Plan. Exhibit 7.3.23 contains a Benefits Plan granted by AZUL Holding and/or its Controlled Companies to its respective employees, directors and employees. All the contributions (including all the contributions of the employer and of the employee) which are due were paid pursuant to each Benefits Plan. The consummation of the Transaction does not result in or cause the accelerated maturity of such obligations, acquisition of additional rights, or increase of the amount of remuneration due to any employee or former employee pursuant to each Benefits Plan. There are no non-financed obligations regarding any Benefits Plan which are not totally reflected in the Financial Statements, pursuant to applicable Law and the accounting principles generally acceptable in Brazil.

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7.3.24. Relevant Fact. There are no relevant facts or circumstances related to the business or to the activities of AZUL Holding and/or its Controlled Companies which could cause a Relevant Adverse Effect (a) which are not reflected in the Financial Statements or (b) which have not been disclosed in the Exhibits hereto.

7.3.25. Certain Practices. At no moment AZUL Holding and/or its Controlled Companies, including by means of any employee, director, manager, agent, consultant or any Person offered, paid, agreed to pay or authorized the payment in cash or other assets of value to any person which is an officer, agent, employee or representative of any Governmental Authority or any existing or potential client or supplier, or any political party, any candidate to a public office or to political parties’ offices, or to any other Person (a) to obtain favorable treatment in business, (b) to pay favorable treatment in business, (c) to obtain special grants already obtained, in favor of or in relation to AZUL Holding and/or to its Controlled Companies, or (d) in violation of any Law.

7.3.26. Complete Release. The representations made by AZUL Holding in this Agreement do not contain any untrue fact or inaccuracy about any fact or relevant fact, nor omit the existence of any relevant act or fact, whose knowledge is necessary to cause the representations made herein not misleading, incorrect or incomplete.

7.3.27. Pending Acts. There is no Dispute, pending or, to the knowledge of AZUL Holding and/or its Controlled Companies, threatened against them before any Governmental Authority which, if decided unfavorably, may interfere in the capacity of AZUL Holding to perform its obligations arising out of this Agreement, the other Transaction Documents and also the Exhibits hereto.

7.4. Exhibits. All the information disclosed in Exhibits hereto by TRIP’s Shareholders, by AZUL Holding and/or by its respective Controlled Companies is expressly incorporated to this Agreement and shall become an integral part hereof as if they had been fully reproduced. TRIP’s Shareholders, TRIP, AZUL Holding and/or its respective Controlled Companies hereby represent that they have prepared and reviewed in good faith the Exhibits contained in their representations and warranties, which faithfully represent the matters under disclosure contained therein.

SECTION VIII

INDEMNIFICATION

8.1. Indemnification Obligation of TRIP’s Shareholders. TRIP’s Shareholders agree to indemnify, defend and hold harmless AZUL Holding, TRIP, AZUL and/or their respective Affiliates, shareholders, officers, employees, representatives, or any of their successors on any account, as applicable (“AZUL Holding’s Indemnifiable Parties”) with respect to any Losses suffered or incurred by any AZUL Holding’s Indemnifiable Party, as a result of:

(i) any misrepresentation, omission, error, inadequacy or inaccuracy of any representation provided by TRIP’s Shareholders or TRIP herein;

(ii) any violation of any of TRIP’s Shareholders or TRIP’s obligations and/or commitments set forth under this Agreement and/or Transaction Documents; and/or

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(iii) any acts resulting from facts or omissions related to TRIP and/or its Affiliates, having occurred or generated by a fact occurring up to (and including) the Date of Merger, including in the event that such facts or omissions (i) have been reported to AZUL Holding during the Due Diligence or in this Agreement (including its Exhibits) or any Transaction Document, (ii) have or have not been provisioned in TRIP’s Financial Statements, or (iii) come to be known, materialized, ascertained and/or recognized after the Date of Execution, it being understood, in any case, that the representations and warranties made herein do not limit the indemnification obligation set forth hereunder.

8.1.1. Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date. The Parties agree that the obligations to indemnify of TRIP’s Shareholders, as provided for in Section 8.1 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the IPO (the “Completion of the IPO”) or the Deadline, whichever occurs first (the “Adjustment - Indemnifications Date”).

(a) Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of TRIP’s Shareholders, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any AZUL Holding’s Indemnifiable Party, except as set forth below:

(i) Subject to the provisions of Section 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, which effectively generated a cash outflow on the part of the AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, which effectively generated a cash outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders are referred to as the “Total Loss of Parties up to the Date of Adjustment - Indemnification”. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With Cash Outflow of AZUL Holding overcome the Losses With Cash Outflow of TRIP’s Shareholders), then the Original Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below:

ARP = (PPIAH - PPIAT) / VPAPI

a. ARP: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

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CONFIDENTIAL TREATMENT REQUESTED

b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date updated by the CDI, subject to Section 8.1.1(b);

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 as of the definition of the Pre-Money Valuation or, if the Pre-Money Valuation does not occur, the reference amount of the economic value shall be US$1,600,000,000.00 (one billion, six hundred million United States Dollars), being understood that the preferred shares to be issued as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall be considered for the definition of the individual amount of each preferred share.

(b) Alternative Obligation; Cash Payment. Should TRIP’s Shareholders have the obligation to indemnify the Original Shareholders, as provided for in Section 8.1.1(a), TRIP’s Shareholders may elect to pay in cash to the Original Shareholders the balance between (i) the Losses With Cash Outflow of TRIP’s Shareholders; and (ii) the Losses With Cash Outflow of AZUL Holding. TRIP’s Shareholders shall notify AZUL Holding and the Original Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should TRIP’s Shareholders elect to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the Original Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

(c) Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of TRIP’s Shareholders as provided for in Section 8.1, shall be indemnified exclusively in cash, pursuant to Section 8.3 et seq., it being agreed to by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.

8.1.2 Limitation to Indemnification of TRIP’s Shareholders. Notwithstanding anything to the contrary in Section 8.1.1 above, the obligation to indemnify of TRIP’s Shareholders for Losses set forth in Section 8.1 above shall remain valid until the [*****] anniversary of this date, extendable for the term of the procedural progress of the Dispute in the event that such Dispute has been initiated within the referred period. For clarity purposes, in the event that a possible Loss, including as a result of Dispute, is either claimed or notified within the period set forth in this Section 8.1.2, TRIP’s Shareholders shall remain obligated to indemnify the AZUL Holding’s Indemnifiable Parties as set forth in Section 8.1 if such Loss is disbursed by the relevant AZUL Holding’s Indemnifiable Party, even if such disbursement occurs after the expiration of the term referred to herein.

8.2. Indemnification Obligation of AZUL Holding. AZUL Holding agrees to indemnify, defend and hold harmless TRIP’s Shareholders against any Losses suffered or incurred by any of TRIP’s Shareholders (“TRIP’s Shareholders’ Indemnifiable Parties”, and collectively with the AZUL Holding’s Indemnifiable Parties, the “Indemnifiable Parties”), as a result of:

(i) any misrepresentation, omission, error, inadequacy or inaccuracy of any representation provided by AZUL Holding herein;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(ii) any violation of any of AZUL Holding’s obligations and/or commitments set forth under this Agreement and/or Transaction Documents;

(iii) any acts resulting from facts or omissions related to AZUL Holding and/or its Affiliates, having occurred or generated by a fact occurring up to (and including) the Date of Merger, including in the event that such facts or omissions (i) have been reported to TRIP’s Shareholders during the Due Diligence or in this Agreement (including its Exhibits) or any Transaction Document, (ii) have or have not been provisioned in AZUL Holding’s Financial Statements, or (iii) come to be known, materialized, ascertained and/or recognized after the Date of Execution, it being understood, in any case, that the representations and warranties made herein do not limit the indemnification obligation set forth hereunder.

8.2.1. Indemnification Methodologies of AZUL Holding up to the Adjustment - Indemnifications Date. In a consistent and symmetrical manner as per Section 8.1.1 above, the obligations to indemnify of AZUL Holding, as set forth in Section 8.2 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the Adjustment - Indemnifications Date.

(a) Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of AZUL Holding, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any of TRIP’s Shareholders’ Indemnifiable Parties, except as set forth below:

(i) Pursuant to Sections 8.2.1(b) and 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of TRIP’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s Shareholders overcome the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment, in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per the formula set forth below:

ARP = (PPIAT - PPIAH) / VPAPI

a. ARP: Total number of Class B preferred shares to be issued, within 4 (four) days after the Deadline, by AZUL Holding as a result of the exercise of TRIP’s Shareholders Subscription Warrants - Indemnifications Adjustment.

b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date updated by the CDI;

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CONFIDENTIAL TREATMENT REQUESTED

c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date updated by the CDI, subject to the provisions of Section 8.1.1(b); and

d. VPAPI: Individual amount of each preferred share as of the definition of the Pre-Money Valuation or, if the Pre-Money Valuation does not occur, the reference amount of the economic value shall be US$1,600,000,000.00 (one billion, six hundred million United States Dollars), being understood that the preferred shares to be issued as a result of the exercise of the Subscription Warrants for the Adjustment of Shareholding - TRIP’s Shareholders shall be considered for the definition of the individual amount of each preferred share.

(b) Proportional Losses of TRIP’s Shareholders. The Parties agree that a Loss suffered by AZUL Holding and/or its Controlled Entities (except for TRIP) shall result in a Loss suffered by TRIP’s Shareholders. In this case, and exclusively if the Loss is paid in cash by AZUL Holding, the indemnity amount payable to TRIP’s Shareholders will be equivalent, in the event the Loss is suffered or incurred by AZUL Holding and/or its Controlled Entities (except for TRIP), to the result of the following formula:

I = (PAH * PAT) / (1 - PAT)

d. I: Total indemnity amount due to TRIP’s Shareholders;

e. PAH: Total loss incurred or suffered by AZUL Holding; and

f. PAT: TRIP’s Shareholders’ Equity Participation based on the economic value of AZUL Holding, to be calculated as per the formula below:

PAT = ((NON) + (NAPNB * 24.1)) / ((TAON) + (TAPN * 24.1))

e. NON: Total number of AZUL Holding’s New Common Shares;

f. NAPNB: Total Number of AZUL Holding’s New Class B Preferred Shares;

g. TAON: Total number of AZUL Holding’s Common Shares; and

h. TAPN: Total number of AZUL Holding’s Preferred Shares.

For clarity purposes, the 24.1 factor used in the calculation of the PAT, according to the formula above, reflects the difference of the economic value between the different classes of shares, pursuant to AZUL Holding’s Bylaws, in effect on the Date of Execution. Therefore, the Parties undertake, in good faith, to adjust such factor, by approving changes to AZUL Holding’s Bylaws that modify the economic value attributed to each class of shares, in order to maintain the economic rationale used in the definition of the PAT.

(c) Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.

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CONFIDENTIAL TREATMENT REQUESTED

(d) Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of AZUL Holding as provided in Section 8.2, shall be indemnified exclusively in cash, pursuant to Section 8.3 and following, being agreed by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.

8.2.2 Limitation to Indemnification of AZUL Holding. Notwithstanding anything to the contrary in Section 8.2.1 above, the obligation to indemnify of AZUL Holding for Losses set forth in Section 8.2 above shall remain valid until the [*****] anniversary of this date, extendable for the term of the procedural progress of the Dispute in the event that such Dispute has been initiated within the referred period. For clarity purposes, in the event that a possible Loss, including as a result of Dispute, is either claimed or notified within the period set forth in this Section 8.2.2, AZUL Holding shall remain obligated to indemnify TRIP’s Shareholders’ Indemnifiable Parties as provided for in Section 8.2 if such Loss is disbursed by the relevant AZUL Holding’s Indemnifiable Party, even if such disbursement occurs after the expiration of the term referred to herein.

8.3. Indemnification Amount; Survival of Obligation to Indemnify. After the Adjustment - Indemnifications Date, any other indemnification due under this Section VIII shall be paid in cash, net and free of any taxes, so that the Indemnifiable Party is restored to the financial situation immediately prior to the respective Loss.

8.3.1. After the Date of Adjustment - Indemnities, within 90 (ninety) days from the end of each fiscal year, the Parties shall define, in good faith, based on information contained in the Excerpt to be furnished by AZUL Holding as set forth in Section 8.4 below, (i) the total amount of Losses With Cash Outflow of TRIP’s Shareholders identified in the previous fiscal year, and (ii) the total amount of Losses With Cash Outflow of AZUL Holding’s Shareholders identified in the previous fiscal year.

8.3.2. Once the provisions set forth in Section 8.3.1 above have been complied with,

(i) subject to the minimum amount of the Basket (as set forth in Section 8.5 below), should it be verified that the total amount of Losses With Cash Outflow of TRIP’s Shareholders is higher than the total amount of Losses With Cash Outflow of AZUL Holding’s Shareholders in the fiscal year in question, AZUL Holding shall then make a payment corresponding to the difference between such losses in favor of TRIP’s Shareholders, subject to the provision of Section 8.2.1, within [*****] from the end of the fiscal year in question, and

(ii) subject to the minimum amount of the Basket (as set forth in Section 8.5 below), should it be verified that the total amount of Losses With Cash Outflow of TRIP’s Shareholders is lower than the total amount of Losses With Cash Outflow of AZUL Holding’s Shareholders in the fiscal year in question, TRIP’s Shareholders shall then make a payment, severally and in a proportional manner, corresponding to the difference between such losses in favor of AZUL Holding’s Indemnified Party or Parties, subject to Section 8.1.1, within [*****] from the end of the fiscal year in question.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

8.4 In order to control, monitor and determine the amount of Losses With Cash Outflow of TRIP’s Shareholders and the Losses With Cash Outflow of AZUL Holding’s Shareholders occurring throughout the validity term of this Section VIII, AZUL Holding undertakes to, from the Date of Merger, maintain a special memorandum account in the name of TRIP’s Shareholders and AZUL Holding’s Indemnified Parties (the “Memorandum Account”).

8.4.1 AZUL Holding undertakes to cause TRIP’s Shareholders to receive an excerpt of the Memorandum Account (the “Excerpt”) (i) on the Date of Adjustment - Indemnities, (ii) within 30 (thirty) days from the end of each Fiscal Year, and (iii) within 30 (thirty) days from any date on which any of TRIP’s Shareholders requests that an Excerpt be prepared.

8.4.2. The Excerpt shall contain the registration, updated through its date of issuance (or through any other date specified therein), (i) of all Losses With Cash Outflow of TRIP’s Shareholders, (ii) of all Losses With Cash Outflow of AZUL Holding’s Shareholder, (iii) of all amounts already indemnified by TRIP’s Shareholders to AZUL Holding’s Indemnified Parties, (iv) of all amounts already indemnified by AZUL Holding to TRIP’s Shareholders, and (v) the outstanding balance due to AZUL Holding or TRIP’s Shareholders, as the case may be.

8.4.3. AZUL Holding acknowledges that TRIP’s Shareholders, by virtue of not necessarily directly participating in the management of AZUL Holding and TRIP, may not be aware of, by themselves, the Losses With Cash Outflow of AZUL’s Shareholders and the Losses With Cash Outflow of TRIP’s Shareholders and, therefore, (i) AZUL Holding agrees to be liable for the correct maintenance of the Memorandum Account and for all information provided in any Excerpt, (ii) AZUL Holding undertakes to provide all information necessary to prove to TRIP’s Shareholders the occurrence of all Losses With Cash Outflow of AZUL’s Shareholders and the Losses With Cash Outflow of TRIP’s Shareholders, (iii) TRIP’s Shareholders may, whenever deemed necessary, audit the Memorandum Account (by themselves or through an auditing firm retained for such a purpose), in which case AZUL Holding undertakes to cooperate with such audit by providing all explanations necessary and all documents that may be reasonably requested for the carrying out of such audit, and (iv) the indemnity procedures set forth in Sections 8.6 and 8.7 below shall only apply to TRIP’s Shareholders in case they are directly (that is, under their own names) involved in any Third Party Claim or Direct Claim.

8.5. Floor; Basket. TRIP’s Shareholders and/or AZUL Holding’s Shareholders (as applicable) will not be required to indemnify or reimburse the other Party in relation to any isolated Loss that results in indemnity under [*****] In other words, Losses below such amount shall not be included in the Memorandum Account. Likewise, TRIP’s Shareholders and/or AZUL Holding’s Shareholders (as applicable) will not be required to pay to the other Party any indemnity amount until the moment when the total amount of indemnity payable by the Indemnifying Party reaches a value equal to or greater than [*****] (the “Basket”). Once the Basket value is reached, as calculated in accordance with Sections 8.3.2(i) and (ii), the entire value of the Basket shall be indemnified and not just whatever is in excess. On the other hand, if the total value of the Basket is not reached, as calculated in accordance with Sections 8.3.2(i) and (ii), the amount then calculated shall be accrued for purposes of the next calculation to be made pursuant to Section 8.3.2.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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8.6. Indemnification Procedures in Case of Third Party Claims. For purposes of this Section VIII, any and all Dispute presented by third parties, including Governmental Authorities, which may constitute a Loss, shall hereafter be referred to as a “Third Party Claim”. Third Party Claims in connection to TRIP regarding judicial and administrative proceedings listed in the Exhibits hereof shall be considered as notified on this date to TRIP’s Shareholders for payment of any eventual Losses resulting from such, for which the defense shall continue to be conducted as currently conducted by TRIP. Likewise, Third Party Claims in connection to AZUL Holding regarding judicial and administrative proceedings listed in the Exhibits hereof shall continue to be conducted as currently conducted by AZUL Holding.

8.6.1. If a Third Party Claim arises against any Indemnifiable Party, for which either TRIP’s Shareholders or AZUL Holding is responsible (the “Indemnifying Party”), in whole or in part hereunder, any of the Indemnifiable Parties, as the case may be, that becomes aware, by any manner, of such Third Party Claim and/or receive any official letter, notice or subpoena to this effect, shall notify the Indemnifying Party in respect of such Third Party Claim, to the persons and in the form provided in Section 10.1 hereof (“Notice of Third Party Claim”).

8.6.2. The Notice of Third Party Claim shall be sent before 1/3 (one third) of the period available for the presentation of defense or appropriate relief against such Third Party Claim (“Defense”) has elapsed.

8.6.3. The Notice of Third Party Claim shall contain, whenever possible, the Indemnifiable Party’s estimate of the total amount of Loss pertaining to the Third Party Claim pursuant to terms of this Section 8.6, including fines, interest, fees and other charges necessary for the restoration of the Indemnifiable Party.

8.6.4. The Indemnifying Party shall have the right to assume the Defense of the Third Party Claim, through legal counsel of its choice or through any other person appointed by it, provided it notifies the Indemnifiable Party in writing, as provided in Section 10.1, before half the legal term for the submission of Defense has elapsed. The absence of a written notice from the Indemnifying Party under the terms and periods set forth in this Section 8.6.4 shall be deemed a waiver of its right to assume the Defense.

8.6.5. If the Defense is assumed by the Indemnifying Party:

(i) the Indemnifying Party may enter into agreements or pay any amount in respect of such Third Party Claim regardless of prior consent in writing of the Indemnifiable Party, provided that such agreement is solely connected to the financial recovery and does not imply recognition of guilt, or adversely affect the reputation of the Indemnifiable Party;

(ii) the Indemnifiable Party agrees to promptly provide any and all information and documents relevant and reasonably requested by the Indemnifying Party, and which are within reach of the Indemnifiable Party, including the power of attorney required for the preparation of Defense; and

(iii) the Indemnifiable Party shall be entitled to monitor the procedural progress of the Third Party Claim and its respective Defense, and may appoint an attorney in fact to monitor the work being conducted by the Indemnifying Party, the Indemnifiable Party to bear all costs of such monitoring.

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8.6.6. In the event that the Indemnifiable Party fails to comply with the obligation set forth in Sections 8.6.2 or 8.6.5 (ii), the Indemnifiable Party shall lose the right to be indemnified for its Loss pursuant to terms of this Section VIII, if and only if such noncompliance results in the nonobservance of procedural deadline for the submission of the Defense or otherwise materially harm the Defense.

8.6.7. In the event that the Third Party Claim refers to periods, events or omissions prior to or after the Signing Date, the Defense may only be assumed by the Indemnifying Party if the majority of the obligation object of the Third Party Claim lies under such Party’s responsibility, subject to provisions of Sections 8.6.4 and 8.6.5 above. Otherwise, the Defense shall be conducted by the Indemnifiable Party.

8.6.8. Subject to Section 8.6.5 (iii) above, regardless of which Party leads the Defense, the Indemnifying Party shall be responsible for all costs and expenses (to be considered as Indemnifiable Loss under this Section VIII) associated with the Defense of any Third Party Claim that may generate a Loss for which it is responsible, including accountants and experts, administrative and/or judicial fees and administrative and judicial deposits required or necessary to enable the proper conduction and presentation of the Defense, except for reasonable attorneys’ fees and reasonable related expenses.

8.6.9. The Indemnifying Party shall use its best efforts to hold the Indemnifiable Party, at any time, free from any restrictions and/or lien that may eventually arise from a Third Party Claim, including the obtainment of tax and/or social security and pension certificates by the Indemnifiable Party. In case the Indemnified Party, as a result of a Third Party Claim, is unable to obtain one or more tax and/or social security and pension certificates, the Indemnifying Party shall promptly take all measures within its power, including the filing of applicable lawsuits and/or the provision of full tax credit guarantee, so as to enable the obtainment of such certificates by the Indemnifiable Party. In the event that the Indemnifying Party applies its own resources to guarantee the Third Party Claim, such amount, if released, shall be fully restituted to the Indemnifying Party, adjusted in the same terms of its respective judicial deposit.

8.7. Procedure for Indemnification of Direct Claim. In the case of Losses suffered or incurred by an Indemnifiable Party and which are the responsibility of the Indemnifying Party, pursuant to this Section VIII, for whatever reason which does not constitute a Third Party Claim (“Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in respect of such Loss suffered or incurred, added, whenever possible, by an estimate of the amount to be indemnified (“Notice of Direct Claim”).

8.7.1. The Indemnifying Party, within 30 (thirty) calendar days of receipt of the Notice of Direct Claim, shall deliver a written notice to the Indemnified Party stating whether or not it agrees to be liable for the claimed indemnification or whether or not it agrees with the amount of the Indemnifiable Loss presented in such Notice of Direct Claim.

8.7.2. If the Indemnifying Party agrees to be liable for the payment of the referred Loss and agrees with the amount presented in the Notice of Direct Claim, or fails to respond within the period specified above, the Notice of Direct Claim shall then be deemed a notice of Loss for purposes hereof, and the Indemnifying Party shall pay to the Indemnified Party the claimed indemnification pursuant to the terms of this Section VIII.

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CONFIDENTIAL TREATMENT REQUESTED

8.7.3. If the Indemnifying Party declares itself not responsible for the indemnification claimed or disagrees with the amount of Loss presented in the Notice of Direct Claim, the Indemnified Party may refer the matter to the arbitration procedure set forth in Section 10.10 below.

8.8. For clarity purposes, the Parties agree that any Loss resulting from acts or omissions of the management of TRIP or AZUL performed after the Date of Merger shall not be deemed an indemnifiable Loss, and, therefore, shall not be indemnified by any of the Parties under this Section VIII, even if such acts or omissions relate to agreements, arrangement or protocols (convênios) (including, without limitation, protocols (covenio) or agreements executed with States or Municipalities relating to tax benefits) existing prior to the Date of Merger.

SECTION IX

ADDITIONAL OBLIGATIONS

9.1. Non-Competition. [*****]

9.1.1. The obligations of TRIP’s Shareholders and Neeleman set forth in Section 9.1 above shall remain valid and effective for a period of [*****] as of the Date of Merger.

9.2. Submission of the Agreement to the Competition Authorities. The Parties shall submit the Operation contemplated hereby for approval by the SBDC, as required by Federal Law No. 8,884/94. The Parties shall coordinate the monitoring of their respective act of concentration before SBDC and shall mutually cooperate throughout the process, including the provision, within the time reasonably required (or at any time, provided that so requested by any of SBDC bodies) of any and all documents and information pertaining to TRIP, AZUL and their industry of operation. The Parties agree to endeavor to meet any requirements or limitations imposed by SBDC bodies for the approval of the legal transactions set forth herein.

9.3. Lock-up. AZUL Holding’s New Shares and AZUL Holding’s Common Shares held by Neeleman shall not be traded or otherwise Transferred by TRIP’s Shareholders and/or Neeleman, as applicable, for a period of [*****], as of the Date of Merger, up to the Completion of the IPO, whichever occurs first (the “Lock-Up Period”), exclusively in the event of Transfer to competitors of AZUL Holding in the civil aviation sector.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

9.4. TRIP’s Employees. After the Date of Merger, the current officers and assistant officers, up to a maximum total of [*****], shall remain employed at TRIP by AZUL Holding (the “Current Officers of TRIP”). The Current Officers of TRIP shall have the right to retain their positions for up to [*****] from the Date of Merger (the “Secured Term of Office”). In the event that AZUL Holding replaces any of the Current Officers of TRIP without good cause prior the end of the Secured Term of Office (the “Replaced Officer”), such Replaced Director shall be entitled to compensation in an amount equivalent to [*****] (the “Officer’s Indemnification”). Any severance or indemnification required to be paid in accordance with the Brazilian law, by AZUL Holding to the Replaced Director resulting from the replacement of the latter without good cause, shall be deducted from the Director’s Indemnification, so that the total expenditure incurred by AZUL Holding with such replacement does not exceed [*****].

9.4.1. Notwithstanding the provisions of Section 9.4 above, AZUL Holding and TRIP agree to assess, on an ongoing and objective basis, the Current Officers of TRIP, based on technical and objective standards, seeking to define which directors would be able, according to the best understanding of AZUL Holding’s management, to remain in their positions after the expiration of the Secured Term of Office.

9.5. Corporate Name and Use of Trademarks. After the Date of Merger, AZUL Holding shall adopt the corporate name “AZUL TRIP S.A.”, provided that, immediately prior to the first filing with CVM in connection with the IPO, the corporate name shall return to “AZUL S.A.”. Additionally, the Parties agree that, until the completion of the first filing with CVM in connection with the IPO, any (i) use and disclosure of corporate names, trademarks and brandings of AZUL and TRIP to consumers and (ii) definition regarding the marketing policies to be adopted by AZUL and TRIP, in the daily operation of their business, shall be held only if all procedures and guidelines on the subject set forth by the Transition Committee are observed.

9.6. Disclosure of Operation. Any and all disclosure regarding the consummation of the Merger of Shares (i) shall be previously approved in writing by all Parties, and (ii) [*****]

SECTION X

GENERAL PROVISIONS

10.1 Notices. All notices, agreements, waivers and other notices shall be made in writing and delivered personally, by registered mail, courier, or email (in this case, upon confirmation of receipt) to the addresses and phone / fax numbers described in Exhibit 10.1 hereof (or such other address as indicated by a Party to the others).

10.1.1. All notices and other communications to be made with respect hereto shall be deemed delivered on the date of actual receipt or delivery, evidenced by written confirmation of receipt or other proof of actual receipt or delivery to the addresses listed in Exhibit 10.1.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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10.2. Decisions of TRIP’s Shareholders. For the purposes of this Agreement and the other Transaction Documents, any and all communications to AZUL Holding, and/or decisions made and notified by TRIP Investimentos shall irrevocably and irreversibly bind all TRIP’s Shareholders. Any and all communications to AZUL Holding, and/or decisions made hereunder shall be held jointly by at least a majority of TRIP’s Shareholders.

10.3. Expenses. Each Party shall bear its respective expenses, direct or indirect, arising from the negotiation and drafting of this Agreement, as well as the consummation of the Transaction contemplated herein.

10.4. Irrevocability and Irreversibility. This Agreement is entered into by and among the Parties irrevocably and irreversibly.

10.5. Specific Performance. The Parties acknowledge and further agree that indemnities paid in cash may constitute inadequate remedies in the event of breach of any provision hereof. Thus, the fulfillment of any obligations contained herein may be required in specific form by the creditor Party of the obligation, pursuant to terms of Articles 461 et seq. of the Brazilian Civil Procedure Code, and the offending Party shall respond for losses and damages to which it gives rise. This remedy shall not be considered as exclusive remedy for breach hereof, but only as an additional resource to other remedies available.

10.6. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and its terms may only be waived, by written instrument signed by all Parties hereto or, in case of waiver, by the Party waiving the relevant right. No delay or omission by any Party in the exercise of any right hereunder shall be deemed a waiver of such right or novation, nor prevent the future or subsequent exercise thereof.

10.7. Entire Agreement, Assignment. This Agreement (including its Exhibits) is the sole instrument that governs and regulates the transactions contemplated hereby, and thus, any arrangement, agreement, memorandum, letter or other instrument in connection with this transaction is revoked and void. This Agreement may not be assigned by any of the Parties without the prior consent in writing of the other Parties. This Agreement shall bind and inure to the benefit of the Parties hereto, as well as their respective successors and assignees as may be authorized.

10.8. Confidentiality. The Parties, as well as their counselors, officers, attorneys, employees and consultants, shall keep under confidentiality the existence and content of this Agreement and the Transaction set forth hereunder, as well as the Confidential Information to which they have access as a result of its negotiation.

10.8.1. The confidentiality obligation set forth in Section 10.9 above shall not apply: (a) in connection with that information which is under public knowledge at the time of execution hereof; or (b) when there is a legal obligation of disclosure by law or court decision, in which event the Confidential Information shall be provided only for those persons who, by virtue of such legal or judicial decision, shall receive it; or (c) in relation to the Confidential Information which, although confidential at the date hereof, is made public, by no fault or intent of any of the Parties or third party under confidentiality obligation regarding such Confidential Information.

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10.8.2. Any and all disclosure regarding the Transaction shall (i) be approved in advance and in writing by all Parties, and (ii) [*****]

10.8.3. The obligation of confidentiality under this Section 10.9 shall be valid for 2 (two) years as of the Date of Execution hereof.

10.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the Laws of Brazil.

10.10. Conflict Resolution. With the exception of disputes relating to obligations to pay which include judicial enforcement proceedings and that which may require, at the outset, specific execution, all other disputes arising from or connected to this Agreement and its schedules, among others, which pertain to its validity, effectiveness, violation, interpretation, expiration, termination and its consequences, shall be resolved by arbitration, pursuant to Law No. 9.307/96, as amended, upon the conditions that follow.

10.10.1. The dispute shall be submitted to the International Chamber of Commerce (“Arbitration Center”) in accordance with its regulation (“Regulation”), effective as of the date of the request for initiation of arbitration. The arbitration shall be conducted in Portuguese.

10.10.2. The place of arbitration shall be the City of São Paulo, State of São Paulo, Brazil, where the arbitral decision shall be rendered, and the arbitrators are not authorized to rule based on equity, except for the settlement of the attorneys’ fees mentioned in Section 10.11.4 below.

10.10.3. The arbitral tribunal shall comprise three arbitrators, where the applicant(s), on one hand, shall appoint one arbitrator, and the defendant(s), on the other, appoint a second arbitrator, which, by common agreement, shall appoint the third arbitrator who shall act as President of the arbitral tribunal (the “Arbitral Tribunal”). If either party fails to appoint an arbitrator and/or 2 (two) arbitrators appointed by the Parties fail to appoint the third arbitrator within 30 (thirty) days from the date set forth for such action, the president of the Arbitration Center shall be responsible for appointing the third arbitrator in the manner set forth in its Regulation.

10.10.4. The Parties agree that the Party upon which the adverse decision is imposed shall pay the fees and expenses incurred with the arbitrators and the Arbitration Center, if otherwise not established in the arbitration decision. The Parties shall bear the costs and fees of their respective attorneys.

10.10.5. Each Party remains entitled to propose in the competent common judgment the legal measures aimed at obtaining precautionary approvals for protection or safeguarding of rights or as preparation prior to the establishment of the Arbitral Tribunal, such action not to be construed as a waiver of arbitration. For the exercise of court protections, the Parties elect the courts sitting in the City of São Paulo, State of São Paulo, as competent jurisdiction, expressly waiving any other, no matter how privileged it may be.

10.10.6. According to article 475-P of the Brazilian Civil Procedure Code, the execution of the judgment shall take place in the judicial district where it was processed (the

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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City of São Paulo, State São Paulo, pursuant to Section 10.11.2 above), the execution creditor being able to legally opt for the location where assets subject to expropriation are located or at the primary residence of the execution debtor. Each Party shall use its best efforts to ensure the expeditious and efficient completion of the arbitration procedures.

10.10.7 Regardless of the nature of the dispute to be settled through arbitration, all Parties shall participate in it, either as party (when the dispute directly involves it as claimant or counterclaimant), or as interested third party (when it may be, in any way, directly or indirectly affected by decisions to be made in the course or at the end of the procedure). Likewise, the award shall be final and binding on all Parties, regardless of eventual refusal by any Party to participate in the arbitration procedure, either as party or interested third party.

10.11. Waivers. TRIP’s Shareholders hereafter, irrevocably and irreversibly, waive (i) the protection provided for in article 264 of the Brazilian Corporations Law with respect to the Merger of Shares; and (ii) the right to withdraw to which they would be entitled in case they dissented from the Merger of Shares, pursuant to articles 252 and 137 of the Brazilian Corporations Law.

10.12 Taxes. Unless otherwise provided for herein, each Party shall be responsible for paying any Tax for which, by law, it is responsible in connection with the Transaction contemplated hereby.

10.13. Severability. Any terms or provisions hereof which are declared invalid or unenforceable shall be deemed ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of the referred Section and/or this Agreement.

10.14. Joint Liability. Any and all obligations undertaken by TRIP’s Shareholders under this Agreement and the Transaction Documents are undertaken by them, in an irrevocable and irreversible manner, with no joint liability, but limited to the percentage that each one holds in the capital stock of AZUL Holding (excluding the equity participation of the other shareholders).

10.15. Termination of Code Share. Considering that AZUL and TRIP filed with ANAC a request to code share flights among the companies (“Code Share”), the Parties agree that, if the Transaction is not consummated as a result of ANAC non-approval, the agreement pursuant to which the Code Share was formalized (the “Code Share Agreement”) shall be automatically terminated without penalty. In this case, all acts seeking to reestablish the financial and economic position of the Parties before the execution of the Code Share Agreement shall be taken by the Parties as if the Code Share Agreement had not been entered, it being agreed that: (i) all revenues that would otherwise be allocated to AZUL and TRIP if the Code Share Agreement had not been entered shall be returned to AZUL or TRIP, as the case may be, within 10 (ten) days as of the termination of the Code Share Agreement, including, without limitation, the revenues relating to fly tickets effectively used or not and those relating to rescheduling and cancelation fees, discounted from the operational expenses and Interline Service Charge (as defined in the Code Share Agreement) incurred by AZUL or TRIP as a result of administrative proceedings associated with the rescheduling or cancelling of flights; (ii) in relation to revenues of flights tickets of performed and non-performed flights, it is agreed that the revenues shall be divided between TRIP and AZUL according to the Code Share Agreement, but it shall also be returned to TRIP or AZUL, as the case may

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be, within 10 (ten) days as of the termination of the Code Share Agreement, discounted from the operational expenses and Interline Service Charge (as defined in Annex 2 of the Code Share Agreement) incurred by AZUL or TRIP as a result of the sale, rescheduling and cancelation of the flight object of the Code Share Agreement, and (iii) the provisions of this Section 10.15 shall prevail over the provisions of the Code Share Agreement.

10.16. Financial Resources Transfers to TRIP. Considering that, from the date hereof until the issuance of ANAC’s Approval, AZUL Holding and/or AZUL may transfer the financial resources to TRIP (“Resources Onlending to TRIP after ANAC’s Approval”), it is agreed among the Parties and the Intervening Consenting that, to extent that the Transaction is not approved by ANAC, the wholeness of the Resources Onlending to TRIP after ANAC’s Approval shall be refunded to AZUL Holding or AZUL, after the consummation of the adjustment set forth in Section 10.15, according to which the corresponding net amount is transferred to AZUL Holding or AZUL within ten (10) days as of the date in which the non approval of the Transaction by ANAC is consummated.”

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Execution Version

SECOND AMENDMENT TO

INVESTMENT AGREEMENT

between, on one side,

TRIP PARTICIPAÇÕES S.A.,

TRIP INVESTIMENTOS LTDA., and

RIO NOVO LOCAÇÕES LTDA.

and on the other side,

AZUL S.A.

and, as consenting and intervening parties,

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

TRIP LINHAS AÉREAS S.A., and

GARY DAVID NEELEMAN

DATED DECEMBER 27, 2013

SECOND AMENDMENT TO INVESTMENT AGREEMENT

This Second Amendment to Investment Agreement is entered into, on [month] [day], 2013, by and among the following parties:

On one side,

(a) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(b) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”); and

(c) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações and TRIP Investimentos, “TRIP’s Shareholders”); and

On the other side,

(d) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by its undersigned legal representatives (“AZUL Holding” and, together with TRIP’s Shareholders, the “Parties”, and each of them, individually, a “Party”),

And, in the capacity of intervening and consenting parties (the “Intervening and Consenting Parties”):

(e) AZUL LINHAS AÉREAS BRASILEIRAS S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.296.295/0001-60, herein represented by its undersigned legal representatives (“AZUL”);

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(f) TRIP LINHAS AÉREAS S.A., a corporation with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 02.428.624/0001-30, herein represented by its undersigned legal representatives (“TRIP”); and

(g) DAVID GARY NEELEMAN, Brazilian, married, bearer of Identification Card RG No. 53.031.273-6 SSP/SP and registered as taxpayer under CPF/MF No. 744.573.731-68 (“Neeleman”), herein represented by his undersigned attorney-in-fact.

PREAMBLE

A. WHEREAS on May 25, 2012, the Parties and the Intervening and Consenting Parties signed an Investment Agreement (the “Original Investment Agreement”), whereby it was agreed that, subject to the terms and conditions of the Original Investment Agreement, all TRIP’s Shares (as defined in the Original Investment Agreement) would be merged into AZUL Holding, with the subsequent delivery of the new shares issued by AZUL Holding to TRIP’s Shareholders, without the winding up of TRIP, according to the provisions of Article 252 of Federal Law No. 6,404, of December 15, 1976;

B. WHEREAS, on August 15, 2012, the Parties and the Intervening and Consenting Parties signed the First Amendment to the Original Investment Agreement, (the “First Amendment”, such Original Investment Agreement, as amended by the First Amendment, hereafter simply referred to as the “Investment Agreement”), whereby certain terms and conditions of the Original Investment Agreement were amended. Such Original Investment Agreement was restated and became effective with the wording provided for in Exhibit I to the First Amendment;

C. WHEREAS, pursuant to the Investment Agreement, TRIP’s Shareholders received 30.7% (thirty point seven percent) of the total shares of AZUL Holding, that is, 1,231,343 (one million, two hundred and thirty-one thousand, three hundred and forty-three) common shares, corresponding to 33% (thirty-three percent) of the total common shares, and 553,627 (five hundred and fifty-three thousand, six hundred and twenty-seven) Class B preferred shares (subsequently converted into a single class of preferred shares, as explained below), corresponding to 28.2% (twenty-eight point two percent) of the total Class B preferred shares (and such shares are referred to hereinafter as “AZUL Holding’s New Shares”, pursuant to the provisions of the Investment Agreement);

D. WHEREAS Section VI of the Investment Agreement provides for the Adjustment to the Initial Exchange Ratio, whereby the Parties agreed that, on (and from) the Date of Merger, AZUL Holding’s New Shares issued to TRIP’s Shareholders would represent 27% (twenty-seven percent) of the economic value of AZUL Holding, and such equity interest could potentially be increased to up to 33% (thirty-three percent) of the economic value of AZUL Holding, depending on the Pre-Money Valuation (as defined in the Investment Agreement), on the pricing date of its IPO;

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E. WHEREAS on March 22, 2013, AZUL Holding modified its shareholding structure in order to enable its initial public offering of shares (the “Shareholding Restructuring”), whereby (1) a split of shares was carried out, and (2) all former Class A and Class B preferred shares issued by AZUL Holding were converted into a single and exclusive class of preferred shares (hereafter simply referred to as “AZUL Holding’s Preferred Shares - Post-Shareholding Restructuring”). The equity interest held by the Original Shareholders and TRIP’s Shareholders in AZUL Holding remained unchanged, in percentage terms, as well as the economic value attached to such equity interests, as determined in accordance with Exhibit A hereto; and

F. WHEREAS, on December 23, 2013, AZUL Holding carried out a private placement whereby it received a capital contribution from shareholders and other new investors (who, by reason of such contribution, also became shareholders of AZUL Holding) (the “Private Placement”), which resulted in (1) a change (1.a) of the equity interests held by each of the Original Shareholders and TRIP’s Shareholders in AZUL Holding, as well as (1.b_ the economic value attached to such equity interests, all in accordance with the provisions of Exhibit B hereto; (2) the conversion of all AZUL Holding’s Preferred Shares - Post-Shareholding Restructuring into Class A preferred shares issued by AZUL Holding (the “AZUL Holding’s Class A Preferred Shares - Post-Private Placement”); and (3) creation of Class B preferred shares of AZUL Holding (the “AZUL Holding’s Class B Preferred Shares - Post-Private Placement”, which, together with the AZUL Holding’s Class A Preferred Shares - Post-Private Placement, are referred to herein as “AZUL Holding’s Preferred Shares - Post-Private Placement”), it being understood that, for the purposes of the investments made in the context of the Private Placement, only the AZUL Holding’s Class B Preferred Shares - Post-Private Placement have been issued and fully paid in by the shareholders and/or participating investors; and

G. WHEREAS, on the date hereof, the Parties wish to change how the adjustment of the initial exchange ratio shall be made and provide that, on the Date of Adjustment - Shareholding (as defined below), TRIP’s Shareholders shall be entitled to subscribe for and pay in, through the exercise of a specific subscription warrant for this purpose, 3,838,906 (three million, eight hundred thirty-eight thousand, nine hundred and six) new AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose relevant class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to the AZUL Holding’s Class A Preferred Shares - Post-Private Placement) to cause TRIP’s Shareholders to hold, jointly and on a prorated basis in relation to their current equity interests in AZUL Holding’s share capital, approximately 29.99% (twenty-nine point ninety-nine percent) of the shares representing the total economic value of AZUL Holding (such economic value shall be calculated in accordance with the mechanisms and principles set out in Exhibit 6.1(A) to the Investment Agreement), notwithstanding any further shareholding adjustments resulting from amounts due as indemnification between the Parties, as established in Section VIII of the Investment Agreement,

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NOW, THEREFORE, THE PARTIES, together with the Intervening and Consenting Parties, have decided to sign this Second Amendment to Investment Agreement (the “Second Amendment”), which shall be governed by the following provisions:

SECTION I

AMENDMENTS

1.1. The following defined terms referred to in Section 1.1 of the Investment Agreement are hereby modified and shall become effective based on the following new wording:

“Deadline” means August 6, 2014.

“Pre-Money Valuation” means the pre-money valuation of AZUL Holding at the time of pricing of its IPO, which shall be calculated as follows: (i) total number of shares issued by AZUL Holding immediately prior to the IPO, multiplied by (ii) the price per shares established in the pricing of the IPO, taking into account, at the time of calculation, the difference of the economic values attributed to the preferred and common shares issued by AZUL Holding, pursuant to the principles and assumptions set out in Exhibit 6.1(A) of the Investment Agreement.

1.2. The following terms are hereby included in the definitions of Section 1.1 of the Investment Agreement and will be in effect pursuant to the wording below:

“AZIL Holding’s Preferred Shares - Post-Private Placement” means the AZUL Holding’s Class A Preferred Shares - Post-Private Placement and the AZUL Holding’s Class B Preferred Shares.

“AZUL Holding’s Preferred Shares - Post-Shareholding Restructuring” means the single class of preferred shares issued by AZUL Holding which came to exist following the Extraordinary Shareholders’ Meeting held on March 22, 2013.

“AZUL Holding’s Class A Preferred Shares - Post-Private Placement” means the AZUL Holding’s Class A preferred shares, as issued immediately following the Private Placement.

“AZUL Holding’s Class B Preferred Shares - Post-Private Placement” means the AZUL Holding’s Class B preferred shares, as issued immediately following the Private Placement.

“AGE for Issuance of New Subscription Warrants” has the meaning ascribed to it in Section 6.2.

“TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment” has the meaning ascribed to it in Section 6.2.

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“Date of Adjustment - Shareholding” means December 30, 2013.

“IPO” means the initial public offering of shares of AZUL Holding - Initial Public Offering.

“Private Placement” means the private placement of shares carried out by AZUL Holding on December 23, 2013.

“Shareholding Restructuring” means the shareholding restructuring of AZUL Holding, as per the Extraordinary Shareholders’ Meeting held on March 22, 2013.

1.3. Pursuant to this Second Amendment, and in view of the Shareholding Restructuring and the Private Placement, any and all references, in the Investment Agreement, to (i) AZUL Holding’s Class A Preferred Shares, (ii) AZUL Holding’s Class B Preferred Shares, (iii) AZUL Holding’s New Class B Preferred Shares, (iv) AZUL Holding’s New Shares, (v) Class B Preferred Shareholders, and/or, in general, (vii) class B preferred shares, shall mean, according to the context and to the extent applicable, a reference to AZUL Holding’s Preferred Shares - Post-Private Placement (as defined in the Preamble of this Second Amendment), and/or the holders of AZUL Holding’s Preferred Shares - Post-Private Placement, as applicable.

1.4. Exhibit 6.1(B) and Sections 6.1.1, 6.1.2, 6.1.3, and 6.2 of the Investment Agreement are hereby excluded therefrom, and will no longer have any effect.

1.5. In light of (i) the exclusions set forth in Section 1.4 above, (ii) the implementation of the Shareholding Restructuring, and (iii) the need to adjust the equity interests held by AZUL Holding’s shareholders, the Parties hereby decide to amend Section 6.1 of the Investment Agreement, which shall be in effect pursuant to the following new wording:

“6.1. Adjustment to the Exchange Ratio Immediately Prior to the IPO. Following the Date of Merger and subsequent to the implementation of the Shareholding Restructuring and the Private Placement, TRIP’s Shareholders shall became holders of 31.88% (thirty-one point eighty-eight percent) of the total shares issued by AZUL Holding, that is, 153,279,210 (one hundred fifty-three million, two hundred seventy-nine thousand, two hundred and ten) common shares, equivalent to 33% (thirty-three percent) of the total shares, and 22,145,080 (twenty-two million, one hundred and forty-five thousand and eighty) AZUL Holding’s Class A Preferred Shares - Post-Private Placement, equivalent to 26.55% (twenty-six point fifty-five percent) of all AZUL Holding’s Class A Preferred Shares - Post-Private Placement. According to the terms and conditions of this Agreement, and upon the exercise of the TRIP’s Shareholders’ Subscription Warrants for Shareholding Adjustment (as defined and issued pursuant to Section 6.2 below), the percentage of AZUL Holding’s Class A Preferred Shares - Post-Private Placement held by TRIP’s Shareholders may be increased, so that TRIP’s Shareholders may hold, from the date of subscription of

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CONFIDENTIAL TREATMENT REQUESTED

the new AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), 25,983,986 (twenty-five million, nine hundred eighty-three thousand, nine hundred eighty-six) shares issued by AZUL Holding (including common and preferred shares) which jointly represent approximately 29.99% (twenty-nine point ninety-nine percent) of the total economic value of AZUL Holding. For clarification purposes, the common shares issued by AZUL Holding have an economic value different from that of AZUL Holding’s Preferred Shares - Post-Private Placement. Based on this assumption, and notwithstanding the effective equity interest held by each Party in AZUL Holding’s share capital, the Parties agree that the shares held by TRIP’s Shareholders represent 26.99% (twenty-six point ninety-nine percent) of the total economic value of AZUL Holding, and this equity interest may be increase to 29.99% (twenty-nine point ninety-nine percent) of the economic value of AZUL Holding, depending on the exercise by the TRIP’s Shareholders of the Subscription Warrants for Shareholding Adjustment (as defined and issued in accordance with Section 6.2 below), it being understood that, for the purposes of such economic value percentage calculation, all mechanisms and principles established in Exhibit 6.1(A) of the Investment Agreement have been observed.”

1.6. A new Section 6.2 is hereby inserted in the Investment Agreement, which shall be in force in accordance with the following wording:

“6.2. TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment. The Parties agree to call an Extraordinary Shareholders’ Meeting of AZUL Holding (the “AGE for the Issuance of New Subscription Warrants”), whose meeting agenda will contain, among other matters of interest to the shareholders, the approval of the issuance of a subscription warrant by AZUL Holding, for a subscription price of [*****] exercisable by TRIP’s Shareholders at any time, until the Date of Adjustment - Shareholding. The subscription warrant will be issued by AZUL Holding in favor of TRIP’s Shareholders, pursuant to the form attached hereto as Exhibit 6.2 (the “TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment”, which together with the TRIP’s Shareholders’ Subscription Warrant - Indemnification Adjustment, will hereafter be referred to as “Subscription Warrants for Shareholding Adjustment - TRIP’s Shareholders”), in order to ensure that TRIP’s Shareholders will receive from AZUL Holding, through the exercise thereof, 3,838,906 (three million, eight hundred thirty-eight thousand, nine hundred and six) AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), in order to fulfill the obligation to increase the TRIP’s Shareholders’ equity interest to 29.99% (twenty-nine point ninety-nine percent) of

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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AZUL Holding’s economic value, pursuant to Section 6.1 above. The Parties shall issue the Subscription Warrants for Shareholding Adjustment - TRIP’s Shareholders so that the Original Shareholders and the new shareholders admitted as a result of the Private Placement will waive, on behalf of TRIP’s Shareholders, their preemptive right in relation to the aforesaid subscription warrant. From the issuance of the Subscription Warrants for Shareholding Adjustment - TRIP’s Shareholders, all obligations set forth in Sections VI and VII of this Agreement shall no longer be enforced against the shareholders holding AZUL Holding’s Preferred Shares - Post-Private Placement, and TRIP’s Shareholders shall use the Subscription Warrants for Shareholding Adjustment - TRIP’s Shareholders to consummate the transactions described in Sections VI and VIII.”

1.7. Immediately after the exercise of the new TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment, as issued pursuant to Sections 6.1 and 6.2 of the Investment Agreement, the equity interest of TRIP’s Shareholders in AZUL Holding shall be that set forth in Exhibit C to this Second Amendment.

1.8. Exhibit 6.2 to the Investment Agreement is hereby included and shall contain the form to be used for the Subscription Warrants for Shareholding Adjustment - TRIP’s Shareholders. The new Exhibit 6.2 to the Investment Agreement is made available in the form attached hereto as Exhibit D to this Second Amendment.

1.9. Section 6.3 of the Investment Agreement is hereby amended and shall come into effect based on the following new wording:

“6.3. Dilution Events. Notwithstanding anything to the contrary set forth herein, in case TRIP’s Shareholders, the Original Shareholders and the new shareholders admitted as a result of the Private Placement do not follow, in whole or in part, any capital increase transaction of AZUL Holding between the date of issuance of the TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment and the Date of Adjustment - Shareholding, the number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), as set forth in Sections 6.1 and 6.2, that TRIP’s Shareholders will subscribe for and pay in shall be redefined in accordance with the actual variation in the equity interest of TRIP’s Shareholders, the Original Shareholders and/or the new shareholders admitted as a result of the Private Placement, as the case may be, keeping the adjustment mechanics set forth in Section 6.1 hereof, and further subject to any additional variation in the equity interest of TRIP’s Shareholders as a result of the provisions of Section VIII.”

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1.10. Section 8.1.1 of the Investment Agreement is hereby amended and shall be in effect with the following new wording:

“8.1.1. Indemnification Methodologies of TRIP’s Shareholders Prior to the Adjustment - Indemnifications Date. The Parties agree that the obligations to indemnify of TRIP’s Shareholders, as provided for in Section 8.1 above, shall follow the different mechanisms of payment and/or compensation, which will vary between the period (i) prior to the consummation of the IPO (inclusive) and/or Deadline, whichever occurs first (the “Adjustment - Indemnifications Date”); (ii) immediately following the Adjustment - Indemnifications Date.”

1.11. Item (i) of letter (a) of Section 8.1.1 of the Investment Agreement is hereby modified and shall become effective in accordance with the following new wording:

“(i) Subject to the provisions of Section 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, which effectively generated a cash outflow on the part of the AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, which effectively generated a cash outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders are referred to as the “Total Losses of Parties up to the Adjustment - Indemnifications Date”. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With Cash Outflow of AZUL Holding do not overcome the Losses With Cash Outflow of TRIP’s Shareholders), then the Original Shareholders shall have the right to exercise, within 4 (four) days from the determination of the Total Losses of Parties up to the Adjustment - Indemnifications Date, the Subscription Warrants for Shareholding Adjustment - Original Shareholders, so that they shall receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, a number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), determined as per the formula set forth below:

ARP = (PPIAH - PPIAT) / VPAPI

a. ARP: Total number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares bearing rights and privileges that 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 the Subscription Warrants for Shareholding Adjustment - Original Shareholders;

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CONFIDENTIAL TREATMENT REQUESTED

b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI, subject to Section 8.1.1(b);

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) [*****], 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, 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 [*****].

1.12. Item (i) of letter (a) of Section 8.2.1 of the Investment Agreement is hereby modified and shall become effective based on the following new wording:

“Subject to Sections 8.2.1(b) and 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of TRIP’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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Shareholders do not overcome the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to exercise within 4 (four) days from the determination of the Total Losses of Parties up to the Adjustment - Indemnifications Date, the TRIP’s Shareholders’ Subscription Warrant - Indemnification Adjustment, so that they shall receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, a number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), determined as per the formula set forth below:

ARP = (PPIAT - PPIAH) / VPAPI

a. ARP: Total number of AZUL Holding’s Class A Preferred Shares - Post- Private Placement (or any 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 the TRIP’s Shareholders’ Subscription Warrant - Indemnification Adjustment.

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, subject to the provisions of Section 8.2.1(c); 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) [*****], 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, 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 [*****].

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT REQUESTED

1.13. Due to the adjustments implemented under Sections 1.11 and 1.12 of this Second Amendment, as well as the implementation of Shareholding Restructuring and the Private Placement, the Parties hereby decide to cancel, pursuant to Section 2.1 of this Second Amendment, the TRIP’s Shareholders’ Subscription Warrants - Indemnification Adjustment and the Subscription Warrants for Shareholding Adjustment - Original Shareholders, as issued on August 15, 2012, by AZUL Holding. However, the Parties hereby decide, in the AGE for the Issuance of the New Subscription Warrants (pursuant to the newly created Section 6.2 of the Investment Agreement - as provided for in Section 1.6 of this Second Amendment), to approve again the issuance of such subscription warrants, to the benefit of each of such shareholders, subject to the forms included in Exhibits D and E to this Second Amendment.

1.14. Exhibit 10.1 to the Investment Agreement is hereby amended and shall become effective as per Exhibit G to this Second Amendment.

1.15. Effectiveness of this Second Amendment. For all legal purposes, the new terms and conditions set forth in this Second Amendment shall become effective on the date hereof. The parties undertake to (1) hold the AGE for the Issuance of the New Subscription Warrants (under the newly created Section 6.2 of the Investment Agreement - as provided for in Section 1.7 of this Second Amendment), on December 30, 2013; and (2) cause AZUL Holding to issue: (i) TRIP’s Shareholders’ Subscription Warrants - Shareholding Adjustment, as per Exhibit D, (ii) the new TRIP’s Shareholders’ Subscription Warrants - Indemnification Adjustment, as per Exhibit E, and (iii) the new Subscription Warrants for Shareholding Adjustment - Original Shareholders, as per Exhibit F.

SECTION II

FINAL PROVISIONS

2.1. On the date of the AGE for the Issuance of the New Subscription Warrants, and through the issuance of the new subscription warrants set forth in accordance with Exhibits C, D, and E, AZUL Holding’s Board of Executive Officers shall sign the Cancelation Instrument of TRIP’s Shareholders’ Subscription Warrants - Indemnification Adjustment, as issued on August 15, 2012), the Cancelation Instrument of the Subscription Warrant - Pre-Money Valuation Adjustment (as issued on August 15, 2012), and the Cancelation Instrument of the Subscription Warrants for Shareholding Adjustment - Original Shareholders (as issued on August 15, 2012), so that such subscription warrants shall no longer be valid or enforceable. AZUL Holding, the Original Shareholders and TRIP’s Shareholders undertake (and cause the new shareholders admitted as a result of the Private Placement to undertake) to take all necessary actions and to cause AZUL Holding’s management to approve and sign the said subscription warrant cancelation instruments, provided that the new subscription warrants are issued in accordance with the provisions of this Second Amendment.

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2.2. The Parties undertake and ratify all other provisions of the Investment Agreement that have not been expressly modified by this Second Amendment.

2.3. Irrespective of the terms of the Investment Agreement that have been excluded by this Second Amendment, the terms that were defined in the excluded sections and that are used in other sections shall remain in full force and effect.

2.4. The sections containing references to the sections that have been excluded from the Investment Agreement by this Second Amendment will not lose their effect and validity as a result of these exclusions, and shall be construed in accordance with the closest possible meaning to that which they had prior to these exclusions.

2.5. Unless expressly stated otherwise in this Second Amendment, the capitalized words and expressions shall have the meanings ascribed to them in the Investment Agreement.

2.6. The numbers of the sections and provisions contained in the Investment Agreement are not amended as a result of the exclusions made in this Second Amendment of any provision thereof.

2.7. This Second Amendment shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

2.8. Conflict Resolution. With the exception of disputes relating to obligations to pay which include judicial enforcement proceedings and that which may require, at the outset, specific execution, all other disputes arising from or connected to this Agreement and its schedules, among others, which pertain to its validity, effectiveness, violation, interpretation, expiration, termination and its consequences, shall be resolved by arbitration, pursuant to Law No. 9.307/96, as amended, upon the conditions that follow.

2.8.1. The dispute shall be submitted to the International Chamber of Commerce (“Arbitration Center”) in accordance with its regulation (“Regulation”), effective as of the date of the request for initiation of arbitration. The arbitration shall be conducted in Portuguese.

2.8.2. The place of arbitration shall be the City São Paulo, State of São Paulo, Brazil, where the arbitral decision shall be rendered, and the arbitrators are not authorized to rule based on equity.

2.8.3. The arbitral tribunal shall comprise three arbitrators registered in the Brazilian Bar Association, where the applicant(s), on one hand, shall appoint one arbitrator, and the defendant(s), on the other, appoint a second arbitrator, which, by common agreement, shall appoint the third arbitrator who shall act as President of the arbitral tribunal (“Arbitral Tribunal”). If either party fails to appoint an arbitrator and/or 2 (two) arbitrators appointed by the Parties fail to appoint the

13

third arbitrator within 30 (thirty) days from the date set forth for such action, the president of the Arbitration Center shall be responsible for appointing the third arbitrator in the manner set forth in its Regulation.

2.8.4. The Parties agree that the Party upon which the adverse decision is imposed shall pay the fees and expenses incurred with the arbitrators and the Arbitration Center, if otherwise not established in the arbitration decision. The Parties shall bear the costs and fees of their respective attorneys.

2.8.5. Each Party remains entitled to propose in the competent common judgment the legal measures aimed at obtaining precautionary approvals for protection or safeguarding of rights or as preparation prior to the establishment of the Arbitral Tribunal, such action not to be construed as a waiver of arbitration. For the exercise of court protections, the Parties elect the courts sitting in the City of São Paulo, State of São Paulo, as competent jurisdiction, expressly waiving any other, no matter how privileged it may be. After the initiation of the Arbitral Tribunal, such measures shall be directed to the Arbitral Tribunal.

2.8.6. According to art. 475-P of the Brazilian Civil Procedure Code, the execution of the judgment shall take place in the judicial district it was processed (the City of São Paulo, State São Paulo), the execution creditor being able to legally opt for the location where assets subject to expropriation are located or at the primary residence of the execution debtor. Each Party shall use its best efforts to ensure the expeditious and efficient completion of the arbitration proceedings.

2.8.7 Regardless of the nature of the dispute to be settled through arbitration, all Parties shall participate in it, either as party (when the dispute directly involves it as claimant or counterclaimant), or as interested third party (when it may be, in any way, directly or indirectly affected by decisions to be made in the course or at the end of the procedure). Likewise, the award shall be final and binding on all Parties, regardless of eventual refusal by any Party to participate in the arbitration procedure, either as party or interested third party.

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be signed in eight (8) original counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.

São Paulo, December 27, 2013.

(Remainder of page intentionally left blank)

(Signatures follow on next page)

14

(Signature page 1 of 2 of the Second Amendment to Investment Agreement dated December 27, 2013, by and among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A., and further, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and Neeleman)

TRIP PARTICIPAÇÕES S.A.
/s/ Renan Chieppe	/s/ José Mário Caprioli
Name: Renan Chieppe	Name: José Mário Caprioli
Title: Director	Title: Director
TRIP INVESTIMENTOS LTDA.
/s/ Renan Chieppe	/s/ José Mário Caprioli
Name: Renan Chieppe	Name: José Mário Caprioli
Title: Director	Title: Director
RIO NOVO LOCAÇÕES LTDA.
/s/ Nilton Carlos Chieppe	/s/ Decio Luiz Chieppe
Name: Nilton Carlos Chieppe	Name: Decio Luiz Chieppe
Title: Director	Title: Director
AZUL S.A.
/s/ Renato Covelo
Name: Renato Covelo
Title: Attorney in Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
/s/ Renato Covelo
Name: Renato Covelo
Title: Attorney in Fact
TRIP LINHAS AÉREAS S.A.
/s/ Renato Covelo
Name: Renato Covelo
Title: Attorney in Fact

15

(Signature page 1 of 2 of the Second Amendment to Investment Agreement dated December 27, 2013, by and among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A., and further, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and Neeleman)

DAVID NEELEMAN

/s/ David Neeleman

WITNESSES:

/s/ Joanna Camet Portella

Name: Joanna Camet Portella

ID Card (RG): 25.026.684-2

/s/ Julia Almeida Shimizu

Name: Julia Almeida Shimizu

ID Card (RG): 34.994.802-1

16

CONFIDENTIAL TREATMENT REQUESTED

Execution Version

EXHIBIT A

TO THE SECOND AMENDMENT

SHAREHOLDING STRUCTURE FOLLOWING

THE SHAREHOLDING RESTRUCTURING

Shareholders	Common Shares (ON)		Preferred Shares (PN)		TOTAL		ON %			PN%			TOTAL			ON converted into PN			PN			Total			% of Total			Total Economic Ownership
David Neeleman		311,203,319		0		311,203,319		67.00	%		0,00	%		56.80	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 1 LLC - David Neeleman		0		4,060,840		4,060,840		0.00	%		4.87	%		0.74	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 2 LLC - Gerald Blake Lee		0		320,240		320,240		0.00	%		0.38	%		0.06	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 3 LLC - Thomas Eugene Kelly		0		137,360		137,360		0.00	%		0.16	%		0.03	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 4 LLC - Tom Anderson		0		29,520		29,520		0.00	%		0.04	%		0.01	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 5 LLC - Carol Elizabeth Archer		0		22,840		22,840		0.00	%		0.03	%		0.00	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 6 LLC - Cindy England		0		320,240		320,240		0.00	%		0.38	%		0.06	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 7 LLC - Robert Land		0		29,520		29,520		0.00	%		0.04	%		0.01	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 8 LLC - Robert Milton		0		137,280		137,280		0.00	%		0.16	%		0.03	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 9 LLC - Mark Neeleman		0		18,280		18,280		0.00	%		0.02	%		0.00	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 10 LLC - Marlon Yair Ramirez		0		68,600		68,600		0.00	%		0.08	%		0.01	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 11 LLC - John Rodgerson		0		160,080		160,080		0.00	%		0.19	%		0.03	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 12 LLC - Maximiliam Urban		0		411,720		411,720		0.00	%		0.49	%		0.08	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 13 LLC - Joel Peterson		0		101,520		101,520		0.00	%		0.12	%		0.02	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 14 LLC - Amir Nasruddin		0		42,680		42,680		0.00	%		0.05	%		0.01	%		[*****	]		[*****	]		[*****	]		[*****	]		[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

Saleb II Founder 15 LLC - Jason Truman Ward	0	27,440	27,440	0.00	%	0.03	%	0.01	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Saleb II Founder 16 LLC - John Joseph Daly	0	22,840	22,840	0.00	%	0.03	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Gianfranco Beting	0	22,080	22,080	0.00	%	0.03	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Regis da Silva Brito	0	6,400	6,400	0.00	%	0.01	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Star Sabia LLC	0	7,500,000	7,500,000	0.00	%	8.99	%	1.37	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
WP-New Air LLC	0	10,883,880	10,883,880	0.00	%	13.05	%	1.99	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Azul HolCo, LLC	0	4,607,560	4,607,560	0.00	%	5.52	%	0.84	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Maracatu LLC	0	4,471,600	4,471,600	0.00	%	5.36	%	0.82	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
GIF Mercury LLC	0	1,500,000	1,500,000	0.00	%	1.80	%	0.27	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
GIF- II Fundo de Inv. em Part.	0	4,981,440	4,981,440	0.00	%	5.97	%	0.91	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
ZDBR LLC	0	7,885,880	7,885,880	0.00	%	9.46	%	1.44	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Kadon Empreendimentos S.A	0	8,010,840	8,010,840	0.00	%	9.61	%	1.46	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Bozano Holdings Ltd.	0	5,117,640	5,117,640	0.00	%	6.14	%	0.93	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Carolyn Trabuco	0	40	40	0.00	%	0.00	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Sergio Eraldo Sales Pinto	0	40	40	0.00	%	0.00	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
JJL Brazil LLC	0	250,000	250,000	0.00	%	0.30	%	0.05	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Morris Azul, LLC	0	74,120	74,120	0.00	%	0.09	%	0.01	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Miguel Dau	0	18,280	18,280	0.00	%	0.02	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Henrique de Campos Meirelles	0	40	40	0.00	%	0.00	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
João Carlos Fernandes	0	9,160	9,160	0.00	%	0.01	%	0.00	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Trip Participações S.A.	101,164,356	14,615,760	15,780,116	21.78	%	17.53	%	21.13	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Trip Investimentos Ltda.	39,852,572	5,757,720	5,610,292	8.58	%	6.90	%	8.32	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Rio Novo Locações Ltda.	12,262,282	1,771,600	4,033,882	2.64	%	2.12	%	2.56	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
Total Trip Shareholder Shares	153,279,210	22,145,080	175,424,290	33.0	%	26.6	%	32.02	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]
TOTAL	464,482,529	83,395,080	547,877,609	100	%	100	%	100	%	[*****	]	[*****	]	[*****	]	[*****	]	[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

18

CONFIDENTIAL TREATMENT REQUESTED

Execution Version

EXHIBIT B

TO THE SECOND AMENDMENT

SHAREHOLDING STRUCTURE FOLLOWING

THE PRIVATE PLACEMENT

Shareholders	Common Shares		PN-A Shares		PN-B Shares		TOTAL		ON %			PN- A%			PN- B%			TOTAL			ONs converted into PN			PN-B Converted to PN-A			PNs			Total Economic Ownership
David Neeleman		311.203.319		0		0		311.203.319		67,00	%		0,00	%		0,00	%		56,55	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 1 LLC - David Neeleman		0		4.060.840		0		4.060.840		0,00	%		4,87	%		0,00	%		0,74	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 2 LLC - Gerald Blake Lee		0		320.240		0		320.240		0,00	%		0,38	%		0,00	%		0,06	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 3 LLC - Thomas Eugene Kelly		0		137.360		0		137.360		0,00	%		0,16	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 4 LLC - Tom Anderson		0		29.520		0		29.520		0,00	%		0,04	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 5 LLC - Carol Elizabeth Archer		0		22.840		0		22.840		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 6 LLC - Cindy England		0		320.240		0		320.240		0,00	%		0,38	%		0,00	%		0,06	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 7 LLC - Robert Land		0		29.520		0		29.520		0,00	%		0,04	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 8 LLC - Robert Milton		0		137.280		0		137.280		0,00	%		0,16	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 9 LLC - Mark Neeleman		0		18.280		0		18.280		0,00	%		0,02	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 10 LLC - Marlon Yair Ramirez		0		68.600		0		68.600		0,00	%		0,08	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 11 LLC - John Rodgerson		0		160.080		0		160.080		0,00	%		0,19	%		0,00	%		0,03	%		[*****	]		[*****	]		[*****	]		[*****	]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
Saleb II Founder 12 LLC - Maximiliam Urban		0		411.720		0		411.720		0,00	%		0,49	%		0,00	%		0,07	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 13 LLC - Joel Peterson		0		101.520		0		101.520		0,00	%		0,12	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 14 LLC - Amir Nasruddin		0		42.680		0		42.680		0,00	%		0,05	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 15 LLC - Jason Truman Ward		0		27.440		0		27.440		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 16 LLC - John Joseph Daly		0		22.840		0		22.840		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

Gianfranco Beting	0	22.080	0	22.080	0,00	%	0,03	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Regis da Silva Brito	0	6.400	0	6.400	0,00	%	0,01	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Star Sabia LLC	0	7.500.000	0	7.500.000	0,00	%	8,99	%	0,00	%	1,36	%	[*****	]	[*****	]	[*****	]	[*****	]
WP-New Air LLC	0	10.883.880	0	10.883.880	0,00	%	13,05	%	0,00	%	1,98	%	[*****	]	[*****	]	[*****	]	[*****	]
Azul HolCo, LLC	0	4.607.560	0	4.607.560	0,00	%	5,52	%	0,00	%	0,84	%	[*****	]	[*****	]	[*****	]	[*****	]
Maracatu LLC (Peterson Partners)	0	4.471.600	468.329	4.939.929	0,00	%	5,36	%	19,51	%	0,90	%	[*****	]	[*****	]	[*****	]	[*****	]
GIF Mercury LLC	0	1.500.000	0	1.500.000	0,00	%	1,80	%	0,00	%	0,27	%	[*****	]	[*****	]	[*****	]	[*****	]
GIF- II Fundo de Inv. em Part.	0	4.981.440	0	4.981.440	0,00	%	5,97	%	0,00	%	0,91	%	[*****	]	[*****	]	[*****	]	[*****	]
ZDBR LLC	0	7.885.880	0	7.885.880	0,00	%	9,46	%	0,00	%	1,43	%	[*****	]	[*****	]	[*****	]	[*****	]
Kadon Empreendimentos S.A	0	8.010.840	0	8.010.840	0,00	%	9,61	%	0,00	%	1,46	%	[*****	]	[*****	]	[*****	]	[*****	]
Bozano Holdings Ltd.	0	5.117.640	0	5.117.640	0,00	%	6,14	%	0,00	%	0,93	%	[*****	]	[*****	]	[*****	]	[*****	]
Carolyn Trabuco	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Sergio Eraldo Sales Pinto	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
JJL Brazil LLC	0	250.000	0	250.000	0,00	%	0,30	%	0,00	%	0,05	%	[*****	]	[*****	]	[*****	]	[*****	]
Morris Azul, LLC	0	74.120	0	74.120	0,00	%	0,09	%	0,00	%	0,01	%	[*****	]	[*****	]	[*****	]	[*****	]
Miguel Dau	0	18.280	0	18.280	0,00	%	0,02	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Henrique de Campos Meirelles	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
João Carlos Fernandes	0	9.160	0	9.160	0,00	%	0,01	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Trip Participações S.A.	101.164.356	14.615.760	0	115.780.116	21,78	%	17,53	%	0,00	%	21,04	%	[*****	]	[*****	]	[*****	]	[*****	]
Trip Investimentos Ltda.	39.852.572	5.757.720	0	45.610.292	8,58	%	6,90	%	0,00	%	8,29	%	[*****	]	[*****	]	[*****	]	[*****	]
Rio Novo Locações Ltda.	12.262.282	1.771.600	0	14.033.882	2,64	%	2,12	%	0,00	%	2,55	%	[*****	]	[*****	]	[*****	]	[*****	]
Total Trip Shareholder Shares	153.279.210	22.145.080	0	175.424.290	33,0	%	26,6	%	0,0	%	31,88	%	[*****	]	[*****	]	[*****	]	[*****	]
Fidelity Growth Company Fund	0	0	1.017.079	1.017.079	0,00	%	0,00	%	42,37	%	0,18	%	[*****	]	[*****	]	[*****	]	[*****	]
Fidelity Blue Chip Growth Fund	0	0	165.571	165.571	0,00	%	0,00	%	6,90	%	0,03	%	[*****	]	[*****	]	[*****	]	[*****	]
Cia. Bozano	0	0	749.409	749.409	0,00	%	0,00	%	31,22	%	0,14	%	[*****	]	[*****	]	[*****	]	[*****	]
TOTAL	464.482.529	83.395.080	2.400.388	550.277.997	100	%	100	%	100	%	100	%	[*****	]	[*****	]	[*****	]	[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

20

CONFIDENTIAL TREATMENT REQUESTED

Execution Version

EXHIBIT C

TO THE SECOND AMENDMENT

SHAREHOLDING STRUCTURE FOLLOWING THE EXERCISE OF THE TRIP’S SHAREHOLDERS

SUBSCRIPTION WARRANTS - SHAREHOLDING ADJUSTMENT

Shareholders	Common Shares		PN-A Shares		PN-B Shares		TOTAL		ON %			PN-A%			PN-B%			TOTAL			ONs converted into PN			PN-B Converted to PN-A			PNs			Total Economic Ownership
David Neeleman		311.203.319		0		0		311.203.319		67,00	%		0,00	%		0,00	%		56,16	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 1 LLC - David Neeleman		0		4.060.840		0		4.060.840		0,00	%		4,66	%		0,00	%		0,73	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 2 LLC - Gerald Blake Lee		0		320.240		0		320.240		0,00	%		0,37	%		0,00	%		0,06	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 3 LLC - Thomas Eugene Kelly		0		137.360		0		137.360		0,00	%		0,16	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 4 LLC - Tom Anderson		0		29.520		0		29.520		0,00	%		0,03	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 5 LLC - Carol Elizabeth Archer		0		22.840		0		22.840		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 6 LLC - Cindy England		0		320.240		0		320.240		0,00	%		0,37	%		0,00	%		0,06	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 7 LLC - Robert Land		0		29.520		0		29.520		0,00	%		0,03	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 8 LLC - Robert Milton		0		137.280		0		137.280		0,00	%		0,16	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 9 LLC - Mark Neeleman		0		18.280		0		18.280		0,00	%		0,02	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 10 LLC - Marlon Yair Ramirez		0		68.600		0		68.600		0,00	%		0,08	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 11 LLC - John Rodgerson		0		160.080		0		160.080		0,00	%		0,18	%		0,00	%		0,03	%		[*****	]		[*****	]		[*****	]		[*****	]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
Saleb II Founder 12 LLC - Maximiliam Urban		0		411.720		0		411.720		0,00	%		0,47	%		0,00	%		0,07	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 13 LLC - Joel Peterson		0		101.520		0		101.520		0,00	%		0,12	%		0,00	%		0,02	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 14 LLC - Amir Nasruddin		0		42.680		0		42.680		0,00	%		0,05	%		0,00	%		0,01	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 15 LLC - Jason Truman Ward		0		27.440		0		27.440		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Saleb II Founder 16 LLC - John Joseph Daly		0		22.840		0		22.840		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Gianfranco Beting		0		22.080		0		22.080		0,00	%		0,03	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]
Regis da Silva Brito		0		6.400		0		6.400		0,00	%		0,01	%		0,00	%		0,00	%		[*****	]		[*****	]		[*****	]		[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

Star Sabia LLC	0	7.500.000	0	7.500.000	0,00	%	8,60	%	0,00	%	1,35	%	[*****	]	[*****	]	[*****	]	[*****	]
WP-New Air LLC	0	10.883.880	0	10.883.880	0,00	%	12,48	%	0,00	%	1,96	%	[*****	]	[*****	]	[*****	]	[*****	]
Azul HolCo, LLC	0	4.607.560	0	4.607.560	0,00	%	5,28	%	0,00	%	0,83	%	[*****	]	[*****	]	[*****	]	[*****	]
Maracatu LLC (Peterson Partners)	0	4.471.600	468.329	4.939.929	0,00	%	5,13	%	19,51	%	0,89	%	[*****	]	[*****	]	[*****	]	[*****	]
GIF Mercury LLC	0	1.500.000	0	1.500.000	0,00	%	1,72	%	0,00	%	0,27	%	[*****	]	[*****	]	[*****	]	[*****	]
GIF- II Fundo de Inv. em Part.	0	4.981.440	0	4.981.440	0,00	%	5,71	%	0,00	%	0,90	%	[*****	]	[*****	]	[*****	]	[*****	]
ZDBR LLC	0	7.885.880	0	7.885.880	0,00	%	9,04	%	0,00	%	1,42	%	[*****	]	[*****	]	[*****	]	[*****	]
Kadon Empreendimentos S.A	0	8.010.840	0	8.010.840	0,00	%	9,18	%	0,00	%	1,45	%	[*****	]	[*****	]	[*****	]	[*****	]
Bozano Holdings Ltd.	0	5.117.640	0	5.117.640	0,00	%	5,87	%	0,00	%	0,92	%	[*****	]	[*****	]	[*****	]	[*****	]
Carolyn Trabuco	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Sergio Eraldo Sales Pinto	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
JJL Brazil LLC	0	250.000	0	250.000	0,00	%	0,29	%	0,00	%	0,05	%	[*****	]	[*****	]	[*****	]	[*****	]
Morris Azul, LLC	0	74.120	0	74.120	0,00	%	0,08	%	0,00	%	0,01	%	[*****	]	[*****	]	[*****	]	[*****	]
Miguel Dau	0	18.280	0	18.280	0,00	%	0,02	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Henrique de Campos Meirelles	0	40	0	40	0,00	%	0,00	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
João Carlos Fernandes	0	9.160	0	9.160	0,00	%	0,01	%	0,00	%	0,00	%	[*****	]	[*****	]	[*****	]	[*****	]
Trip Participações S.A.	101.164.356	17.149.440	0	118.313.796	21,78	%	19,66	%	0,00	%	21,35	%	[*****	]	[*****	]	[*****	]	[*****	]
Trip Investimentos Ltda.	39.852.572	6.755.835	0	46.608.407	8,58	%	7,74	%	0,00	%	8,41	%	[*****	]	[*****	]	[*****	]	[*****	]
Rio Novo Locações Ltda.	12.262.282	2.078.711	0	14.340.993	2,64	%	2,38	%	0,00	%	2,59	%	[*****	]	[*****	]	[*****	]	[*****	]
Total Trip Shareholder Shares	153.279.210	25.983.986	0	179.263.196	33,0	%	29,8	%	0,0	%	32,35	%	[*****	]	[*****	]	[*****	]	[*****	]
Fidelity Growth Company Fund	0	0	1.017.079	1.017.079	0,00	%	0,00	%	42,37	%	0,18	%	[*****	]	[*****	]	[*****	]	[*****	]
Fidelity Blue Chip Growth Fund	0	0	165.571	165.571	0,00	%	0,00	%	6,90	%	0,03	%	[*****	]	[*****	]	[*****	]	[*****	]
Cia. Bozano	0	0	749.409	749.409	0,00	%	0,00	%	31,22	%	0,14	%	[*****	]	[*****	]	[*****	]	[*****	]
TOTAL	464.482.529	87.233.986	2.400.388	554.116.903	100	%	100	%	100	%	100	%	[*****	]	[*****	]	[*****	]	[*****	]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

22

EXHIBIT D

TO THE SECOND AMENDMENT

TRIP’S SHAREHOLDERS’ SUBSCRIPTION WARRANT -

SHAREHOLDING ADJUSTMENT

SUBSCRIPTION WARRANT - SERIES A

CERTIFICATE NO. 01

ISSUER:

AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by in accordance with the provisions of its Bylaws (“Company” or “Issuer”),

HOLDERS:

(i) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(ii) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”); and

(iii) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações, the “Holders”).

1. Authorization

1.1. This subscription warrant of series A (the “Subscription Warrant”) is issued as a result of a resolution passed by the Extraordinary General Meeting of the Company held on [==], at 10:30 am. This Subscription Warrants gives the Holders the right to subscribe for 3,838,906 (three million, eight hundred thirty-eight thousand, nine hundred and six) registered Class A preferred shares (or any other preferred shares issued by the Company

whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), with no par value, issued by the Company, and shall be exercised by presentation of this certificate and payment of the Price, as set forth below.

1.2. This Subscription Warrant shall be issued in accordance with Section 6.2 of the Investment Agreement, entered into on May 25, 2012, between the Company and the Holders, and other parties mentioned therein, as amended, in particular the Second Amendment, dated the [==] (the “Investment Agreement”). This Subscription Warrant is subject to the terms and conditions set forth herein and the provisions of the Investment Agreement.

2. Share Capital

2.1. The Company’s share capital, fully subscribed for and paid in, is, on the date hereof, R$[==] ([==] Brazilian Reais)], divided into [==] ([==]) shares, being [==] ([==]) common shares, [==] ([==]) Class A preferred shares, and [==] ([==]) Class B preferred shares, all registered and with no par value.

(i) each common share entitles its holder the right to one vote at General Meetings of the Company, and the common shares grant their holders the same rights;

(ii) the Class A preferred shares have voting rights in certain matters, and the following preferences and advantages are guaranteed to these shares:

I - priority in the return of capital, subject to the priority of the Class B preferred shares;

II - the preferred shares are entitled to receive dividends equal to 75 (seventy-five)times the amount paid for each common share;

III - tag along right in case of sale of corporate control of the Company, and price per share equivalent to 75 (seventy-five) times the price per share paid to the selling shareholders; and

IV - reimbursement right in the proportion of 75:1 (seventy-five per one) in relation to the common shares, in case of liquidation of the Company; and

(iii) the Class B preferred shares do not grant any voting right, and entitle the holders to priority in return of capital over such common and Class A preferred shares, up to the amount of their issue price.

2.2. The Company is authorized to increase its share capital up to [==] ([==]) Class A preferred shares (or any other preferred shares issued by the Company whose relevant

24

CONFIDENTIAL TREATMENT REQUESTED

class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), by decision of the Board of Directors, regardless of amendment to its bylaws, according to Article 6 of the Company’s Bylaws. The current share capital of the Company was established by the General Meeting of the Company held on [==].

3. Issue Price; Exercise Date

3.1. Price: The issue price of this Subscription Warrant is [*****], to be paid on a prorated basis and proportionally to the equity interest held by each Holder in the Company’s share capital.

3.2. Period of Exercise of the Subscription Warrant: The Holders may exercise this Subscription Warrant at any time until the Date of Adjustment - Shareholding.

4. Subscription and Payment of Shares

4.1. Number of Shares to be issued. This Subscription Warrant may be exercised, in whole or in part, on a single occasion, and grants its Holders the right to subscribe for and pay in new Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), all registered and with no par value, issued by the Company (the “Shares”).

4.2. Share Issue Price of the Subscription Warrant: The issue price of the Shares will be [*****] for all the Shares issued by the Company as a result of the exercise of this Subscription Warrant, to be paid on a prorated basis and proportionally to the equity interest held by each Holder in the Company’s share capital.

4.3. Conditions for the Payment of Shares of this Subscription Warrant. The Shares shall be fully paid in by the Holders upon their subscription, through the payment of the Price, presentation and delivery to the Company of this Subscription Warrant, and signing by the Holders of the respective share subscription bulletins. The number of Shares issued in accordance with Section 4.1 above shall be divided among the Holders proportionally to the shares held by each Holder, on the date hereof, in relation to all shares held by the Holders.

4.4. The Shares confer upon the Holders the same benefits and rights of the Class A preferred shares issued by the Company and existing on the date hereof, including the right to receive dividends declared after the issuance of the Shares.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

25

5. General Provisions

5.1. The Holders undertake to refrain from encumbering, selling or transferring, in any manner, the Subscription Warrant or rights arising from it, under penalty of loss of the subscription rights granted by it.

5.2. Re-issue: In case of loss, theft or damage involving this Subscription Warrant, the Holders may present evidence of such loss, theft or damage so that the Company may promptly cancel this Subscription Warrant and issue another, as replacement, under the same terms and conditions in effect.

5.3. Notice: Except as otherwise provided in this Subscription Warrant, any notices or other communications that may be necessary shall be sent to the Company or to the Holders, at the addresses described in Exhibit G to the Investment Agreement.

5.4. The Company shall bear all expenses incurred by reason of the issuance of the Shares, as set forth in this Subscription Warrant, and the consummation of such transaction.

5.5. This Subscription Warrant is binding upon and shall inure to the benefit of all parties and their respective successors, and nothing in this Subscription Warrant, whether express or implicit, shall be construed as, or shall grant to any other person, any rights, benefits or remedies of any nature under or by reason of this Subscription Warrant.

5.6. Applicable Law and Dispute Resolution: The provisions of the Subscription Warrant shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. Any dispute or controversy arising out of this Subscription Warrant shall be resolved in accordance with the procedures for dispute resolution provided for in Section 10.10 of the Investment Agreement, by arbitration to be conducted and managed by the International Chamber of Commerce. This Subscription Warrant shall serve as an arbitration clause, pursuant to Article 4 of Law No. 9,307/96.

5.7. Authorized Capital: Notwithstanding any other provision of this Subscription Warrant, the Company shall, from the date of this Subscription Warrants, reserve and always make available the maximum amount of capital to be increased as a result of the exercise of the Subscription Warrant, free of any preemptive or other subscription or purchase rights, whether actual or contingent, to any person other than the Holders, within the limits of its authorized and unissued capital, to ensure compliance with any obligation to issue new shares through the exercise of subscription right established by this Subscription Warrant.

5.8. Lien: The Company agrees that all new Shares of this Subscription Warrant will be, after payment of the issue price of such shares, fully paid in, free and clear of any preemptive rights, taxes, liens, charges and duties, and shall be entitled to receive rights, dividends, interest on equity, profit sharing and any other remuneration and distribution pari passu with the existing Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares) of the Company.

26

5.9. Definitions: Except as otherwise defined herein, any capitalized term used herein shall have the same meaning ascribed to it in the Investment Agreement.

São Paulo, [=] [=], [=].

TRIP PARTICIPAÇÕES S.A.	TRIP INVESTIMENTOS LTDA.
Name:	Name:
Title:	Title:
Name:	Name:
Title:	Title:
RIO NOVO LOCAÇÕES LTDA.	AZUL S.A.
Name:	Name:
Title:	Title:
Name:
Title:

27

EXHIBIT E

TO THE SECOND AMENDMENT

TRIP’S SHAREHOLDERS’ SUBSCRIPTION WARRANT -

INDEMNIFICATION ADJUSTMENT

SUBSCRIPTION WARRANT - SERIES C

CERTIFICATE No. 01

ISSUER:

AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by in accordance with the provisions of its Bylaws (“Company” or “Issuer”),

HOLDERS:

(i) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(ii) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Campinas, State of São Paulo, at Avenida Cambacicas, 1200, Parque Imperador, Condomínio Flex Buildings, Módulo 2, CEP 13097-104, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”); and

(iii) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações, the “Holders”).

1. Authorization

1.1. This subscription warrant of series A (the “Subscription Warrant”) is issued as a result of a resolution passed by the Extraordinary General Meeting of the Company held on [==], at 10:30 am. This Subscription Warrants gives Holders the right to subscribe for registered Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the

28

same rights and privileges as those currently attributed to the Class A preferred shares), with no par value, issued by the Company, and shall be exercised by presentation of this certificate and payment of the Price, as set forth below.

1.2. This Subscription Warrant shall be issued in accordance with the provisions of the Investment Agreement, entered into on May 25, 2012, between the Company and the Holders, and other parties mentioned therein, as amended, in particular the Second Amendment, dated the [==] (the “Investment Agreement”). This Subscription Warrant is subject to the terms and conditions set forth herein and the provisions of the Investment Agreement.

2. Share Capital

2.1. The Company’s share capital, fully subscribed for and paid in, is, on the date hereof, R$[==] ([==] Brazilian Reais)], divided into [==] ([==]) shares, being [==] ([==]) common shares, [==] ([==]) Class A preferred shares, and [==] ([==]) Class B preferred shares, all registered and with no par value.

(i) each common share entitles its holder the right to one vote at General Meetings of the Company, and the common shares grant their holders the same rights;

(ii) the Class A preferred shares have voting rights in certain matters, and the following preferences and advantages are guaranteed to these shares:

I - priority in the return of capital, subject to the priority of the Class B preferred shares;

II - the preferred shares are entitled to receive dividends equal to 75 (seventy-five) times the amount paid for each common share];

III - tag along right in case of sale of corporate control of the Company, and price per share equivalent to 75 (seventy-five) times the price per share paid to the selling shareholders; and

IV - reimbursement right in the proportion of 75:1 (seventy-five per one) in relation to the common shares, in case of liquidation of the Company; and

(iii) the Class B preferred shares do not grant any voting right, and entitle the holders to priority in return of capital over such common and Class A preferred shares, up to the amount of their issue price.

2.2. The Company is authorized to increase its share capital up to [==] ([==]) Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights

29

CONFIDENTIAL TREATMENT REQUESTED

and privileges as those currently attributed to the Class A preferred shares), by decision of the Board of Directors, regardless of amendment to its bylaws, according to Article 6 of the Company’s Bylaws. The current share capital of the Company was established by the General Meeting of the Company held on [==].

3. Issue Price; Exercise Date

3.1. Price: The issue price of the Subscription Warrant is [*****], to be paid on a prorated basis and proportionally to the equity interest held by each Holder in the Company’s share capital.

3.2. Period of Exercise of the Subscription Warrant: The Holders may exercise this Subscription Warrant on the Date of Adjustment - Indemnification, as defined in the Investment Agreement (the “Exercise Period”).

4. Subscription and Payment of Shares

4.1. This Subscription Warrant may be exercised, in whole or in part, and on a single occasion, and grants its Holders the right to subscribe for and pay in, during the Exercise Period, new Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), all registered and with no par value, issued by the Company (the “Shares”).

4.2. Share Issue Price of the Subscription Warrant: The issue price of the Shares will be [*****] for all the Shares issued by the Company as a result of the exercise of this Subscription Warrant, to be paid on a prorated basis and proportionally to the equity interest held by each Holder in the Company’s share capital.

4.3. 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 TRIP’s Shareholders, as well as the total amount of Losses with Cash Outflow of AZUL Holding, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of TRIP’s Shareholders exceed the Losses with Cash Outflow of AZUL Holding, through the exercise of this Subscription Warrant, the Company shall issue in favor of the Holders, 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 = (PPIAT - PPIAH) / VPAPI

a. ARP: 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;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

30

CONFIDENTIAL TREATMENT REQUESTED

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) [*****], 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, 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 [*****].

4.3.2. If on the Adjustment - Indemnifications Date, the Losses with Cash Outflow of TRIP’s Shareholders are equal to or lower than the Losses with Cash Outflow of AZUL Holding, this Subscription Warrant will not be exercisable, and the Holders shall not have the rights guaranteed by this instrument.

4.4. Conditions for the Payment of Shares of this Subscription Warrant. The Shares shall be fully paid in by the Holders upon their subscription, through the payment of the Price, presentation and delivery to the Company of this Subscription Warrant, and signing by the Holders of the respective share subscription bulletins, proportionally to the shares held by each Holder, on the date hereof, in relation to all shares held by the Holders.

4.5. The Shares confer upon the Holders the same benefits and rights of the Class A preferred shares issued by the Company and existing on the date hereof, including the right to receive dividends declared after the issuance of the Shares.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

31

5. General Provisions

5.1. The Holders undertake to refrain from encumbering, selling or transferring, in any manner, the Subscription Warrant or rights arising from it, under penalty of loss of the subscription rights granted by it.

5.2. Re-issue: In case of loss, theft or damage involving this Subscription Warrant, the Holders may present evidence of such loss, theft or damage so that the Company may promptly cancel this Subscription Warrant and issue another, as replacement, under the same terms and conditions in effect.

5.3. Notice: Except as otherwise provided in this Subscription Warrant, any notices or other communications that may be necessary shall be sent to the Company or to the Holders, at the addresses described in Exhibit G to the Investment Agreement.

5.4. The Company shall bear all expenses incurred by reason of the issuance of the Shares, as set forth in this Subscription Warrant, and the consummation of such transaction.

5.5. This Subscription Warrant is binding upon and shall inure to the benefit of all parties and their respective successors, and nothing in this Subscription Warrant, whether express or implicit, shall be construed as, or shall grant to any other person, any rights, benefits or remedies of any nature under or by reason of this Subscription Warrant.

5.6. Applicable Law and Dispute Resolution: The provisions of the Subscription Warrant shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. Any dispute or controversy arising out of this Subscription Warrant shall be resolved in accordance with the procedures for dispute resolution provided for in Section 10.10 of the Investment Agreement, by arbitration to be conducted and managed by the International Chamber of Commerce. This Subscription Warrant shall serve as an arbitration clause, pursuant to Article 4 of Law No. 9,307/96.

5.7. Authorized Capital: Notwithstanding any other provision of this Subscription Warrant, the Company shall, from the date of this Subscription Warrants, reserve and always make available the maximum amount of capital to be increased as a result of the exercise of the Subscription Warrant, free of any preemptive or other subscription or purchase rights, whether actual or contingent, to any person other than the Holders, within the limits of its authorized and unissued capital, to ensure compliance with any obligation to issue new shares through the exercise of subscription right established by this Subscription Warrant.

32

5.8. Lien: The Company agrees that all new Shares of this Subscription Warrant will be, after payment of the issue price of such shares, fully paid in, free and clear of any preemptive rights, taxes, liens, charges and duties, and shall be entitled to receive rights, dividends, interest on equity, profit sharing and any other remuneration and distribution pari passu with the existing Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares) of the Company.

5.9. Definitions: Except as otherwise defined herein, any capitalized term used herein shall have the same meaning ascribed to it in the Investment Agreement.

São Paulo, [=] [=], [=].

TRIP PARTICIPAÇÕES S.A.	TRIP INVESTIMENTOS LTDA.
Name:	Name:
Title:	Title:
Name:	Name:
Title:	Title:
RIO NOVO LOCAÇÕES LTDA.	AZUL S.A.
Name:	Name:
Title:	Title:
Name:
Title:

33

EXHIBIT F

TO THE SECOND AMENDMENT

SUBSCRIPTION WARRANT FOR SHAREHOLDING ADJUSTMENT -

ORIGINAL SHAREHOLDERS

SUBSCRIPTION WARRANT - SERIES B

CERTIFICATE No. 01

ISSUER:

AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by in accordance with the provisions of its Bylaws (“Company” or “Issuer”),

HOLDER:

[Original Shareholder] (the “Holder”).

1. Authorization

1.1. This subscription warrant of series B (the “Subscription Warrant”) is issued as a result of a resolution passed by the Extraordinary General Meeting of the Company held on [==], at 10:30 am. This Subscription Warrants gives the Holder the right to subscribe for registered Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), with no par value, issued by the Company, and shall be exercised by presentation of this certificate and payment of the Price, as set forth below.

1.2. This Subscription Warrant shall be issued in accordance with the provisions of the Investment Agreement, entered into on May 25, 2012, between the Company and the Holder, and other parties mentioned therein, as amended, in particular the Second Amendment, dated the [==] (the “Investment Agreement”). This Subscription Warrant is subject to the terms and conditions set forth herein and the provisions of the Investment Agreement.

2. Share Capital

2.1. The Company’s share capital, fully subscribed for and paid in, is, on the date hereof, R$[==] ([==] Brazilian Reais)], divided into [==] ([==]) shares, being [==] ([==]) common shares, [==] ([==]) Class A preferred shares, and [==] ([==]) Class B preferred shares, all registered and with no par value.

(i) each common share entitles its holder the right to one vote at General Meetings of the Company, and the common shares grant their holders the same rights; and

34

CONFIDENTIAL TREATMENT REQUESTED

(ii) the Class A preferred shares have voting rights in certain matters, and the following preferences and advantages are guaranteed to these shares:

I - priority in the return of capital, subject to the priority of the Class B preferred shares;

II - the preferred shares are entitled to receive dividends equal to 75 (seventy-five)times the amount paid for each common share;

III - tag along right in case of sale of corporate control of the Company, and price per share equivalent to 75 (seventy-five) times the price per share paid to the selling shareholders; and

IV - reimbursement right in the proportion of 75:1 (seventy-five per one) in relation to the common shares, in case of liquidation of the Company; and

(iii) the Class B preferred shares do not grant any voting right, and entitle the holders to priority in return of capital over such common and Class A preferred shares, up to the amount of their issue price.

2.2. The Company is authorized to increase its share capital up to [==] ([==]) Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), by decision of the Board of Directors, regardless of amendment to its bylaws, according to Article 6 of the Company’s Bylaws. The current share capital of the Company was established by the General Meeting of the Company held on [==].

3. Issue Price; Exercise Date

3.1. Price: The issue price of the Subscription Warrant is [*****], to be paid by the Holder.

3.2. Period of Exercise of the Subscription Warrant: The Holder may exercise this Subscription Warrant on the Date of Adjustment - Indemnification, as defined in the Investment Agreement (the “Exercise Period”).

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

35

CONFIDENTIAL TREATMENT REQUESTED

4. Subscription and Payment of Shares

4.1. This Subscription Warrant may be exercised, in whole or in part, and on a single occasion, and grants its Holder the right to subscribe for and pay in, on the Date of Adjustment - Shareholding, new Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), all registered and with no par value, issued by the Company (the “Shares”).

4.2. Share Issue Price of the Subscription Warrant: The issue price of the Shares will be [*****] for all the shares issued by the Company as a result of the exercise of this Subscription Warrant, to be fully paid by the Holder.

4.3. 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

a. ARP: 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) [*****], 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.

36

CONFIDENTIAL TREATMENT REQUESTED

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 [*****].

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.

4.4. Conditions for the Payment of Shares of this Subscription Warrant. The Shares shall be fully paid in by the Holder upon their subscription, through the payment of the Price, presentation and delivery to the Company of this Subscription Warrant, and signing by the Holder of the respective share subscription bulletins.

4.5. The Shares confer upon the Holder the same benefits and rights of the Class A preferred shares issued by the Company and existing on the date hereof, including the right to receive dividends declared after the issuance of the Shares.

5. General Provisions

5.1. The Holder undertakes to refrain from encumbering, selling or transferring, in any manner, the Subscription Warrant or rights arising from it, under penalty of loss of the subscription rights granted by it.

5.2. Re-issue: In case of loss, theft or damage involving this Subscription Warrant, the Holder may present evidence of such loss, theft or damage so that the Company may promptly cancel this Subscription Warrant and issue another, as replacement, under the same terms and conditions in effect.

5.3. Notice: Except as otherwise provided in this Subscription Warrant, any notices or other communications that may be necessary shall be sent to the Company or to the Holder, at the addresses described in Exhibit G to the Investment Agreement.

5.4. The Company shall bear all expenses incurred by reason of the issuance of the Shares, as set forth in this Subscription Warrant, and the consummation of such transaction.

5.5. This Subscription Warrant is binding upon and shall inure to the benefit of all parties and their respective successors, and nothing in this Subscription Warrant, whether express or implicit, shall be construed as, or shall grant to any other person, any rights, benefits or remedies of any nature under or by reason of this Subscription Warrant.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

37

5.6. Applicable Law and Dispute Resolution: The provisions of the Subscription Warrant shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. Any dispute or controversy arising out of this Subscription Warrant shall be resolved in accordance with the procedures for dispute resolution provided for in Section 10.10 of the Investment Agreement, by arbitration to be conducted and managed by the International Chamber of Commerce. This Subscription Warrant shall serve as an arbitration clause, pursuant to Article 4 of Law No. 9,307/96.

5.7. Authorized Capital: Notwithstanding any other provision of this Subscription Warrant, the Company shall, from the date of this Subscription Warrants, reserve and always make available the maximum amount of capital to be increased as a result of the exercise of the Subscription Warrant, free of any preemptive or other subscription or purchase rights, whether actual or contingent, to any person other than the Holder, within the limits of its authorized and unissued capital, to ensure compliance with any obligation to issue new shares through the exercise of subscription right established by this Subscription Warrant.

5.8. Lien: The Company agrees that all new Shares of this Subscription Warrant will be, after payment of the issue price of such shares, fully paid in, free and clear of any preemptive rights, taxes, liens, charges and duties, and shall be entitled to receive rights, dividends, interest on equity, profit sharing and any other remuneration and distribution pari passu with the existing Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares) of the Company.

5.9. Definitions: Except as otherwise defined herein, any capitalized term used herein shall have the same meaning ascribed to it in the Investment Agreement.

São Paulo, [=] [=], [=].

[Original Shareholder]

AZUL S.A.

Name:

Title:

38

EXHIBIT G

TO THE SECOND AMENDMENT

NEW EXHIBIT 10.1

EXHIBIT 10.1

ADDRESS AND CONTACT INFORMATION FOR NOTICES AND COMMUNICATIONS

If to Trip Participações S.A.:

Address: Rodovia BR 262, Km 5, Campo Grande, Cariacica/ES

Email: ricardov@aguiabranca.com.br

Fax:

Attn. to: Ricardo Vaze

It to Trip Investimentos Ltda.:

Address: Rodovia BR 262, Km 5, Campo Grande, Cariacica / ES

Email: ricardov@aguiabranca.com.br

Fax:

Attn. to: Ricardo Vaze

It to Rio Novo Locações Ltda.:

Address: Rodovia BR 262, Km 6.3, sala 208, Campo Grande, Cariacica/ES

Email: ricardov@aguiabranca.com.br

Fax:

Attn. to: Ricardo Vaze

It to Trip Linhas Aéreas Ltda.:

Address: Av. Cambacicas, 1200, Condomínio Flex Buildings, módulo 2

Email 1: josemario@voetrip.com.br

Fax: (19) 2139-5358

Attn. to: José Mario Caprioli dos Santos

It to AZUL Holding, AZUL or David Gary Neeleman:

Address: Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, Ed. Jatobá, Tamboré

Email 1: john.rodgerson@voeazul.com.br

Fax: (11) 4134-9800

Attn. to: John Rodgerson

39

THIRD AMENDMENT TO THE INVESTMENT AGREEMENT

by, on one side,

TRIP PARTICIPAÇÕES S.A.,

TRIP INVESTIMENTOS LTDA., and

RIO NOVO LOCAÇÕES LTDA.

and, on the other side

AZUL S.A.,

and, as intervening and consenting

parties,

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

TRIP SERVIÇOS DE SUPORTE AÉREO S.A.; and

DAVID GARY NEELEMAN

DATED OCTOBER 22, 2014.

THIRD AMENDMENT TO THE INVESTMENT AGREEMENT

By this private instrument, on one side,

(a) TRIP PARTICIPAÇÕES S.A., a corporation with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”);

(b) TRIP INVESTIMENTOS LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP Investimentos”); and

(c) RIO NOVO LOCAÇÕES LTDA., a limited liability company with head office in the City of Cariacica, State of Espírito Santo, at Rodovia BR 262, Km 6.3, Suite 208, CEP 29157-405, registered as taxpayer under CNPJ/MF No.04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações and TRIP Investimentos, “TRIP’s Shareholders”); and

On the other side,

(d) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, No. 939, 8^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein represented by its undersigned legal representatives (“AZUL Holding” and, together with TRIP’s Shareholders, the “Parties”, and each of them, individually, a “Party”);

And, in the capacity of intervening and consenting parties (the “Intervening and Consenting Parties”):

(e) AZUL LINHAS AÉREAS BRASILEIRAS S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, No. 939, 9^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 09.296.295/0001-60, herein represented by its undersigned legal representatives (“AZUL”);

(f) TRIP SERVIÇOS DE SUPORTE AÉREO S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, No. 939, 10^th floor, Ed. Jatobá, Tamboré, registered as taxpayer under CNPJ/MF No. 02.428.624/0001-30, formerly named TRIP LINHAS AÉREAS S.A., herein represented by its undersigned legal representatives (“TRIP”); and

(g) DAVID GARY NEELEMAN, Brazilian, married, bearer of Identification Card RG No. 53.031.273-6 SSP/SP and registered as taxpayer under CPF/MF No. 744.573.731- 68 (“Neeleman”), herein represented by his undersigned attorneys-in-fact.

Page 2 of 15

PREAMBLE

A. WHEREAS, on May 25, 2012, the Parties and the Intervening and Consenting Parties executed the Investment Agreement (“Original Investment Agreement”), pursuant to which the merger of all TRIP’s Shares (as provided for in the Original Investment Agreement) into AZUL Holding was agreed, 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;

B. WHEREAS, on August 15, 2012, the Parties and the Intervening and Consenting Parties executed the First Amendment to the Agreement (“First Amendment”), which amended certain terms and conditions of the Original Investment Agreement;

C. WHEREAS, on December 27, 2013, the Parties executed the Second Amendment to the Agreement (“Second Amendment,” and the Original Investment Agreement, as amended in accordance with the terms of the First Amendment and Second Amendment, hereinafter simply referred to as “Investment Agreement”), which amended the criteria applicable to adjust their shareholdings (“New Criteria”) in AZUL Holding, to be made as a result of the obligation to indemnify as provided for in Sections 8.1.1(a)(i) and 8.2.1(a)(i) of the Investment Agreement (“Adjustments of Shareholding – Indemnifications”);

D. WHEREAS, in order to (i) implement the New Criteria and (ii) set forth a method to allow TRIP’s Shareholders and/or Original Shareholders, as applicable, to make the Adjustments of Shareholding – Indemnifications, without assistance of the indemnifying parties, TRIP’s Shareholders Subscription Warrants – Indemnifications Adjustment and Subscription Warrants for the Adjustment of Shareholding – Original Shareholders (collectively, hereinafter referred to as “Subscription Warrants for the Adjustment of Shareholding – Indemnifications”) were issued to TRIP’s Shareholders and Original Shareholders, respectively, allowing each group of shareholders to subscribe for and pay up as many new Azul Holding PN-A Shares – Post Private Placement as needed, to complete the Adjustments of Shareholding – Indemnifications, according to the calculation of Total Losses of Parties up to the Adjustment – Indemnifications Date (as defined in the Investment Agreement);

E. WHEREAS, pursuant to the provisions of Sections 8.1.1(a)(i), 8.2.1(a)(i), 8.3, and 8.4 of the Investment Agreement, TRIP’s Shareholders and each Original Shareholders agreed on the figure that best reflects Total Losses of Parties up to the Adjustment – Indemnifications Date (as defined in the Investment Agreement), which figure corresponds to R$40,000,000.00 (forty million Reais), in favor of the Original Shareholders (“Indemnification Amount for the Adjustment of Shareholding – Indemnification”), as described in Exhibit A hereto (“Indemnifications and Adjustments Calculation Spreadsheet”);

F. WHEREAS, pursuant to Section 8.1.1(b) of the Investment Agreement, on October 21, 2014, TRIP’s Shareholders had the opportunity to pay the Indemnification Amount for

Page 3 of 15

the Adjustment of Shareholding – Indemnification in cash. However, they chose not to do so and therefore agreed to pay the amount due as indemnification to the Original Shareholders through the issuance of new AZUL Holding PN-A Shares, to be subscribed for and paid up by the Original Shareholders, pursuant to the terms of the respective Subscription Warrants for the Adjustment of Shareholding – Original Shareholders;

G. WHEREAS, on the date hereof, the Parties agree that the formulas set forth in Sections 8.1.1(a)(i) and 8.2.1(a)(i) of the Investment Agreement (which formulas were also included in the Subscription Warrants for the Adjustment of Shareholding – Indemnifications) (“Formulas”) need to be adjusted and fixed in order to obtain the correct number of shares that the Original Shareholders are entitled to subscribe for and pay up to dilute the shareholding of TRIP’s Shareholders in AZUL Holding, proportionally to the Indemnification Amount for the Adjustment of Shareholding – Indemnification (“New Share Issuance Agreement – Indemnification”); and

H. WHEREAS, as a result of the New Share Issuance Agreement – Indemnification, the Parties agree that (i) AZUL Holding shall make as many capital increases as necessary to allow Original Shareholders to subscribe for and pay up the number of shares indicated in the Indemnifications and Adjustments Calculation Spreadsheet, in order to document, in favor of the relevant shareholders, the Adjustments of Shareholding – Indemnifications based on the Indemnification Amount for the Adjustment of Shareholding – Indemnification; (ii) as a result of the inconsistencies identified in the Formulas, the Original Shareholders shall no longer exercise the Subscription Warrants for the Adjustment of Shareholding – Original Shareholders, and accordingly agree that such securities shall be returned to AZUL Holding and permanently cancelled, and the Adjustments of Shareholding – Indemnifications shall be exclusively made through the capital increases mentioned in Item (i) above; and (iii) because the Adjustments of Shareholding – Indemnifications were favorable to the Original Shareholders and, consequently, the condition for exercise provided for TRIP’s Shareholders Subscription Warrants – Indemnification Adjustments did not occur, TRIP’s Shareholders shall return the relevant securities to AZUL Holding to be permanently cancelled,

NOW, THEREFORE, THE PARTIES, together with the Intervening and Consenting Parties, have resolved to enter into this Third Amendment to the Investment Agreement (“Third Amendment”), which shall be governed by the following terms and conditions:

SECTION I

AMENDMENTS AND ADDITIONAL PROVISIONS

1.1. Based on procedures and documentation in connection with Adjustments of Shareholding – Indemnifications, the Parties agree that, on the date hereof, Total Losses of Parties up to the Adjustment – Indemnifications Date correspond to the Indemnification Amount for the Adjustment of Shareholding – Indemnification (as provided in Item “E” above), pursuant to the conditions set forth in the Indemnifications and Adjustments Calculation Spreadsheet.

1.2. Taking into account that the Formulas need to be adjusted and fixed, the Parties

Page 4 of 15

agree to amend them, pursuant to Sections 1.3 and 1.4 below, in order to calculate the correct number of shares to be subscribed for by the Original Shareholders to decrease the shareholding of TRIP’s Shareholders in a total real amount equivalent to the Indemnification Amount for the Adjustment of Shareholding – Indemnification.

1.3. Taking into account the foregoing amendments, the Parties agree to amend Section 8.1.1(a)(i) of the Investment Agreement, which shall hereafter read as follows:

“(i) Subject to the provisions of Section 8.5, up to the Adjustment – Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, from the date of disbursement of the respective Losses to the Adjustment – Indemnifications Date, which effectively generated a Cash Outflow on the part of AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment – Indemnifications Date (“Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of Losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, from the date of disbursement of the respective Losses to the Adjustment – Indemnifications Date, which effectively generated a Cash Outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment – Indemnifications Date (“Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders is referred to as “Total Losses of Parties up to the Adjustment – Indemnifications Date.” In the event that the Total Losses of Parties up to the Adjustment – Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With Cash Outflow of AZUL Holding exceed the Losses With Cash Outflow of TRIP’s Shareholders), then the Original Shareholders shall have the right to subscribe for and pay up, through successive capital increases, on a prorated basis to their stake in the share capital of AZUL Holding, the number of AZUL Holding PN-A Shares – Post Private Placement (or any other preferred shares issued by AZUL Holding whose respective Class, at the moment of exercise of the subscription warrant, entitles their holders to the same rights and privileges currently attributed to Azul Holding PN-A Shares – Post Private Placement) so as to allow a dilution in the shareholding of TRIP’s Shareholders in AZUL Holding, proportionally to the balance of Total Losses of Parties up to the Adjustment– Indemnifications Date in favor of Original Shareholders, as per the formula set forth below:

ARP = {(PPIAH - PPIAT) / VPAPI} / PRT

where:

PRT = NAT / NAZ + ARP

a. ARP: Number of AZUL Holding PN-A Shares – Post Private Placement (or other preferred shares entitling their holders to the same

Page 5 of 15

CONFIDENTIAL TREATMENT REQUESTED

rights and privileges currently attributed to AZUL Holding PN-A Shares – Post Private Placement) to be issued in favor of the Original Shareholders, by AZUL Holding;

b. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment– Indemnifications Date updated by the CDI;

c. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment– Indemnifications Date updated by the CDI;

d. VPAPI: Individual amount of each preferred share, calculated as follows: (I) amount in Reais of the Pre-Money Valuation (as defined in Section 1.1) exclusively attributed to Class A common and preferred shares issued by AZUL Holding, according to the Conversion Rate of the day of pricing of the IPO, less (II) [*****] corresponding to the capital contribution made in AZUL Holding due to settlement of the Private Placement, duly updated by the CDI; the difference between (I) and (II) shall be divided by the difference between (i) the total number of shares issued by AZUL Holding immediately prior to the IPO (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1), less (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, in case the IPO does not occur until the Deadline (therefore, with no Pre-Money Valuation), the amount corresponding to the difference between Items (I) and (II) above shall be [*****].

e. PRT: Resulting Shareholding of Trip’s Shareholders after the issuance of AZUL Holding PN-A Shares – Post Private Placement, pursuant to the terms hereof, without taking into account the number of preferred shares issued as a result of the Private Placement;

f. NAT = Total number of shares issued by AZUL Holding held by Trip’s Shareholders (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1); and

g. NAZ = Total number of shares issued by AZUL Holding (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1) immediately before the issuance of the AZUL Holding PN-A Shares – Post Private Placement, pursuant to the terms hereof, without taking into account the number of preferred shares issued as a result of the Private Placement.”

1.4. As a result of the foregoing amendments, the Parties agree to amend Section

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Page 6 of 15

CONFIDENTIAL TREATMENT REQUESTED

8.2.1(a)(i) of the Investment Agreement, which shall hereafter read as follows:

“(i) Subject to the provisions of Sections 8.2.1(b) and 8.5, up to the Adjustment– Indemnifications Date, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of Trip’s Shareholders. Conversely, the Parties shall in good faith determine the total amount of Losses with Cash Outflow of AZUL Holding’s Shareholders. In the event that the Total Losses of Parties up to the Adjustment – Indemnifications Date are positive in favor of TRIP’s Shareholders’ Indemnifiable Parties (that is, the Losses With Cash Outflow of TRIP’s Shareholders exceed the Losses With Cash Outflow of AZUL Holding), then TRIP’s Shareholders shall have the right to subscribe for and pay up, upon successive capital increases, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of AZUL Holding PN-A Shares – Post Private Placement (or any other preferred shares issued by AZUL Holding whose respective Class, at the moment of exercise of the subscription warrant, entitles their holders to the same rights and privileges currently attributed to AZUL Holding PN-A Shares – Post Private Placement) so as to allow a dilution in the shareholding of the Original Shareholders in AZUL Holding, proportionally to the balance of Total Losses of Parties up to the Adjustment– Indemnifications Date in favor of Trip’s Shareholders’ Indemnifiable Parties, as per the formula set forth below:

ARP = {(PPIAT - PPIAH) / VPAPI} / PRO

where:

PRO = NAT / NAZ + ARP

a. ARP: Number of AZUL Holding PN-A Shares – Post Private Placement (or other preferred shares entitling their holders to the same rights and privileges currently attributed to AZUL Holding PN-A Shares – Post Private Placement) to be issued in favor of Trip’s Shareholders by AZUL Holding;

b. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment– Indemnifications Date updated by the CDI;

c. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment– Indemnifications Date updated by the CDI;

d. VPAPI: Individual amount of each preferred share, calculated as follows: (I) amount in Reais of the Pre-Money Valuation (as defined in Section 1.1) exclusively attributed to Class A common and preferred shares issued by AZUL Holding, according to the Conversion Rate of the day of pricing of the IPO, less (II) [*****] corresponding to the capital

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Page 7 of 15

CONFIDENTIAL TREATMENT REQUESTED

contribution made in AZUL Holding due to settlement of the Private Placement, duly updated by the CDI; the difference between (I) and (II) shall be divided by the difference between (i) the total number of shares issued by AZUL Holding immediately prior to the IPO (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1), less (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, in case the IPO does not occur until the Deadline (therefore, with no Pre-Money Valuation), the amount corresponding to the difference between Items (I) and (II) above shall be [*****]

e. PRO: Resulting Shareholding of the Original Shareholders after the issuance of AZUL Holding PN-A Shares – Post Private Placement, pursuant to the terms hereof, without taking into account the number of preferred shares issued as a result of the Private Placement;

f. NAT = Total number of shares issued by AZUL Holding held by the Original Shareholders (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1); and

g. NAZ = Total number of shares issued by AZUL Holding (assuming the conversion of all common shares into AZUL Holding PN-A Shares – Post Private Placement at a ratio of 75:1) immediately before the issuance of the AZUL Holding PN-A Shares – Post Private Placement, pursuant to the terms hereof, without taking into account the number of preferred shares issued as a result of the Private Placement.”

1.5. As a result of the Adjustments of Shareholding – Indemnifications made in accordance with the new formulas set forth in Sections 1.3 and 1.4 above, the Parties acknowledge and agree that the Original Shareholders shall have the right to subscribe for and pay up, jointly and proportionally to their stake in the share capital of AZUL Holding, upon one or more capital increases, to be documented and made on the date hereof, the total amount of 3,008,801 (three million, eight thousand, eight hundred and one) AZUL Holding PN-A Shares – Post Private Placement (“Adjustment Shares”), for a total price of R$32,000,00 (thirty two thousand Reais), diluting, at the same proportion, the shareholding of Trip’s Shareholders and making total shares held by them correspond to an amount equal to the difference between (i) the price of the shares held by them until the date hereof, and (ii) the Indemnification Amount for the Adjustment of Shareholding – Indemnifications. The total loss of the economic value of the shares of Trip’s Shareholders therefore equals to, on the date hereof, the Indemnification Amount for the Adjustment of Shareholding – Indemnifications. For purposes hereof, the economic value of AZUL Holding was set at [*****]

1.5.1. TRIP’s Shareholders hereby agree to waive their respective preemptive rights in capital increases to be made in AZUL Holding on the date hereof, in order

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

Page 8 of 15

to ensure that the Original Shareholders may, solely and exclusively, subscribe for and pay up, in accordance with the proportion and the issue prices set forth in the Indemnifications and Adjustments Calculation Spreadsheet, all Adjustment Shares.

1.6. Due to the inconsistencies identified in the Formulas and capital increases to be made on the date hereof in order to document the Adjustments of Shareholding – Indemnifications, pursuant to Sections 1.5 and 1.5.1 above, the Original Shareholders agree to no longer exercise the Subscription Warrants for the Adjustments of Shareholding – Original Shareholders, for which reason they return such securities to AZUL Holding to be permanently cancelled on the date hereof. Upon the issuance, subscription and payment of the Adjustment Shares on the date hereof, the Original Shareholders (i) acknowledge that, on the Adjustment– Indemnifications Date, Total Losses of Parties until the Adjustment – Indemnifications Date were positive in favor of the Indemnifiable Parties of AZUL Holding in an amount equal to the Indemnification Amount for the Adjustment of Shareholding – Indemnifications; (ii) give full and unrestricted release of Trip’s Shareholders’ obligation to indemnify pursuant to the Investment Agreement until the Adjustment – Indemnifications Date, in accordance with the new wording hereby provided for to Section 8.1.1(a)(i) of the Investment Agreement, acknowledging they have nothing further to request, seek, or claim as a result of the abovementioned provision.

1.7. Because the Adjustments of Shareholding – Indemnifications were favorable to the Original Shareholders and, consequently, the condition for exercise provided for Trip’s Shareholders Subscription Warrants – Indemnifications Adjustment did not occur, Trip’s Shareholders shall not exercise such securities, for which reason they return them to AZUL Holding to be permanently cancelled on the date hereof. Upon the issuance, subscription, and payment, on the date hereof, of the Adjustment Shares by the Original Shareholders, TRIP’s Shareholders give full and unrestricted release of the Original Shareholders’ obligation to indemnify, in accordance with the new wording hereby provided for to Section 8.2.1(a)(i) of the Investment Agreement, acknowledging they have nothing further to request, seek, or claim as a result of the abovementioned provision.

1.8. In addition to Sections 1.6 and 1.7 above, upon the issuance, subscription, and payment of the Adjustment Shares on the date hereof, the Parties mutually give full and unrestricted release of all obligations to indemnify incurred under discussion between the Parties in the assessment of the indemnification basket until the Adjustment– Indemnifications Date. It is hereby noted that: (i) the Adjustments of Shareholding – Indemnifications also fully include the amounts that were already settled and any installments payable in connection with the option for REFIS, by Trip Serviços de Suporte Aéreo S.A., in August 2014; and (ii) the negative balance (tax loss) used by Trip Serviços de Suporte Aéreo S.A. to amortize the REFIS installment program does not fit the definition of Loss (as defined in the Investment Agreement).

1.9. The Parties agree to set the Adjustment – Indemnifications Date, for all purposes of the Investment Agreement (including as amended hereby), as August 30, 2014. The Parties agree that the Adjustment of Shareholding – Indemnifications reflect the positive balance in favor of the Indemnifiable Parties of AZUL Holding until the Adjustment – Indemnifications Date, and that, for all purposes, the indemnification method included in

Page 9 of 15

Sections 8.3 and following of the Investment Agreement shall be applicable as of the day following the Adjustment – Indemnifications Date, as provided for in the Investment Agreement.

SECTION II

GENERAL PROVISIONS

2.1. For all purposes of the law, the new terms and conditions set forth herein take effect as of the date hereof.

2.2. The Parties undertake and ratify all other provisions of the Investment Agreement that were not hereby expressly amended, including, without limitation, the other indemnification duties of the Parties provided for in Section 8 of the Investment Agreement.

2.3. Except if expressly otherwise defined herein, capitalized words and expressions shall have the meaning ascribed to them in the Investment Agreement.

2.4. This Third Amendment shall be governed and construed in accordance with the Laws of Brazil.

2.5. All disputes arising out of or in connection herewith and exhibits hereto shall be resolved by arbitration, pursuant to Law No. 9.307/96, as amended, upon the conditions set forth in the Investment Agreement.

IN WITNESS THEREOF, the Parties have caused this Third Amendment to be signed in 8 (eight) counterparts of equal tenor and form, before the 2 (two) undersigned witnesses.

São Paulo, October 22, 2014.

(The remainder of this page is intentionally left blank)

(Signatures on the following pages)

Page 10 of 15

(Signature page 1 of 4 of the Third Amendment to the Investment Agreement, dated October 22, 2014, among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and David Gary Neeleman)

TRIP PARTICIPAÇÕES S.A.
/s/ José Mario Caprioli	/s/ Renan Chieppe
Name: José Mario Caprioli	Name: Renan Chieppe
Title:	Title:
TRIP INVESTIMENTOS LTDA.
/s/ José Mario Caprioli	/s/ Renan Chieppe
Name: José Mario Caprioli	Name: Renan Chieppe
Title:	Title:
RIO NOVO LOCAÇÕES LTDA.
/s/ Decio Luiz Chieppe	/s/ Luiz Wagner Chieppe
Name: Decio Luiz Chieppe	Name: Luiz Wagner Chieppe
Title:	Title:
TRIP SERVIÇOS DE SUPORTE AÉREO S.A.
	/s/ John Peter Rodgerson
Name:	Name: John Peter Rodgerson
Title:	Title:   Attorney-In-Fact

Page 11 of 15

(Signature page 2 of 4 of the Third Amendment to the Investment Agreement, dated October 22, 2014, among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and David Gary Neeleman)

AZUL S.A.

/s/ John Peter Rodgerson

Name: John Peter Rodgerson

Title: Attorney-In-Fact

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

/s/ John Peter Rodgerson

Name: John Peter Rodgerson

Title: Attorney-In-Fact

Page 12 of 15

(Signature page 3 of 4 of the Third Amendment to the Investment Agreement, dated October 22, 2014, among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and David Gary Neeleman)

DAVID GARY NEELEMAN

/s/ David Gary Neeleman

Page 13 of 15

(Signature page 4 of 4 of the Third Amendment to the Investment Agreement, dated October 22, 2014, among TRIP Participações S.A., TRIP Investimentos S.A., Rio Novo Locações Ltda., AZUL S.A. and, also, as intervening and consenting parties, AZUL Linhas Aéreas S.A., TRIP Linhas Aéreas S.A., and David Gary Neeleman)

WITNESSES:

Name:

ID (RG):

Name:

ID (RG):

Page 14 of 15

EXHIBIT A

INDEMNIFICATIONS AND ADJUSTMENTS CALCULATION SPREADSHEET

Shareholder Structure (Pre-Private)
	Azul S.A. Shareholder Structure
	Common		% Common			Preferred		% PNs			Total Economic Shares (Common Converted to PN)		% Equity
David Neeleman		311,203,319		67.0	%		4,247,648		4.7	%		8,397,026		8.7	%	TRIP
Trip Participações S.A.		101,164,356		21.8	%		17,149,440		19.0	%		18,498,298		19.2	%	29.1	%
Trip Investimentos Ltda.		39,852,572		8.6	%		6,755,835		7.5	%		7,287,203		7.6	%
Rio Novo Locações Ltda..		12,262,282		2.6	%		2,078,711		2.3	%		2,242,208		2.3	%
Grupo Bozano		—		0.0	%		13,732,420		15.2	%		13,732,420		14.2	%
Weston Presidio		—		0.0	%		11,384,563		12.6	%		11,384,563		11.8	%
Zweig DiMenna		—		0.0	%		8,248,648		9.1	%		8,248,648		8.6	%
TPG Growth (Star Sabia LLC)		—		0.0	%		7,845,017		8.7	%		7,845,017		8.1	%
Gávea Investimentos		—		0.0	%		6,779,600		7.5	%		6,779,600		7.0	%
Azul Holdco, LLC		—		0.0	%		4,819,518		5.3	%		4,819,518		5.0	%
Peterson Partners (Maracatu LLC)		—		0.0	%		4,677,591		5.2	%		4,677,591		4.9	%
Minority shareholders		—		0.0	%		2,523,796		2.8	%		2,523,796		2.6	%
Total		464,482,529		100.0	%		90,242,787		100.0	%		96,435,887		100.0	%
Note: Totals may include differences due to rounding

	Investment (R$MM)		PN-B Shares		Preffered Conversion
Fidelity		118		1,182,650		1,182,650
Growth Co		102		1,017,079		1,017,079
Blue Chip		17		165,571		165,571
Cia. Bozano		75		749,409		749,409
Peterson Partners		47		468,329		468,329
Note: Assuming a 2.33 BRL/USD exchange rate

Shareholder Structure (Post Private Placement and Pre-Conversion)
	Azul S.A. Shareholder Structure
	Common		% Common			Preferred		% PNs			Total Economic Shares (Common Converted to PN)		% Equity
David Neeleman		311,203,319		67.0	%		4,247,648		4.6	%		8,397,026		8.7	%	TRIP
Trip Participações S.A.		101,164,356		21.8	%		17,149,440		18.5	%		18,498,298		19.2	%	29.1	%
Trip Investimentos Ltda.		39,852,572		8.6	%		6,755,835		7.3	%		7,287,203		7.6	%
Rio Novo Locações Ltda..		12,262,282		2.6	%		2,078,711		2.2	%		2,242,208		2.3	%
Grupo Bozano		—		0.0	%		13,732,420		14.8	%		13,732,420		14.2	%
Weston Presidio		—		0.0	%		11,384,563		12.3	%		11,384,563		11.8	%
Zweig DiMenna		—		0.0	%		8,248,648		8.9	%		8,248,648		8.6	%
TPG Growth (Star Sabia LLC)		—		0.0	%		7,845,017		8.5	%		7,845,017		8.1	%
Gávea Investimentos		—		0.0	%		6,779,600		7.3	%		6,779,600		7.0	%
Azul Holdco, LLC		—		0.0	%		4,819,518		5.2	%		4,819,518		5.0	%
Peterson Partners (Maracatu LLC)		—		0.0	%		4,677,591		5.0	%		4,677,591		4.8	%
Minority shareholders		—		0.0	%		2,523,796		2.7	%		2,523,796		2.6	%
Private Placement Investors		—		0.0	%		2,400,388		2.6	%		32,005		0.0	%
Fidelity		—		0.0	%		1,182,650		1.3	%		15,769		0.0	%
Cia. Bozano		—		0.0	%		749,409		0.8	%		9,992		0.0	%
Peterson Partners		—		0.0	%		468,329		0.5	%		6,244		0.0	%
Total		464,482,529		100.0	%		92,643,175		100.0	%		96,467,893		100.0	%

Azul Capital Structure - Sep. 30, 2014						October 2014 (post adjustment)
Shareholders	Common		PN-A		PN-B		TOTAL		PN-A issued for the Indemnification Adjustment		Price per Share		ON %			PN-A%			PN-B%			TOTAL			ONs converted into PN- A		PN-B Converted into PN-A		Fully Converted PNs		Total Economic Interest
David Neeleman		311,203,319.00		190,881		—		311,394,200.0		190,881	R$	0.0052		67.00	%		0.21	%		—			55.89	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 1 LLC - David Neeleman		—		4,247,648		—		4,247,648		186,808	R$	0.0054		—			4.71	%		—			0.76	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 2 LLC - Gerald Blake Lee		—		334,972		—		334,972		14,732	R$	0.0679		—			0.37	%		—			0.06	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 3 LLC - Thomas Eugene Kelly		—		143,679		—		143,679		6,319	R$	0.1583		—			0.16	%		—			0.03	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 4 LLC - Tom Anderson		—		30,878		—		30,878		1,358	R$	0.7364		—			0.03	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 5 LLC - Carol Elizabeth Archer		—		23,891		—		23,891		1,051	R$	0.9515		—			0.03	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 6 LLC - Cindy England		—		334,972		—		334,972.00		14,732	R$	0.0679		—			0.37	%		—			0.06	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 7 LLC - Robert Land		—		30,878		—		30,878		1,358	R$	0.7364		—			0.03	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 8 LLC - Robert Milton		—		143,595		—		143,595		6,315	R$	0.1584		—			0.16	%		—			0.03	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 9 LLC - Mark Neeleman		—		19,121		—		19,121		841	R$	1.1891		—			0.02	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 10 LLC - Marlon Yair Ramirez		—		71,756		—		71,756		3,156	R$	0.3169		—			0.08	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 11 LLC - John Rodgerson		—		167,444		—		167,444		7,364	R$	0.1358		—			0.19	%		—			0.03	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 12 LLC - Maximiliam Urban		—		430,660		—		430,660		18,940	R$	0.0528		—			0.48	%		—			0.08	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 13 LLC - Joel Peterson		—		106,190		—		106,190		4,670	R$	0.2141		—			0.12	%		—			0.02	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 14 LLC - Amir Nasruddin		—		44,643		—		44,643		1,963	R$	0.5094		—			0.05	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 15 LLC - Jason Truman Ward		—		28,702		—		28,702		1,262	R$	0.7924		—			0.03	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Saleb II Founder 16 LLC - John Joseph Daly		—		23,891		—		23,891		1,051	R$	0.9515		—			0.03	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Gianfranco Beting		—		23,096		—		23,096		1,016	R$	0.9843		—			0.03	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Regis da Silva Brito		—		6,694		—		6,694		294	R$	3.4014		—			0.01	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Star Sabia LLC		—		7,845,017		—		7,845,017		345,017	R$	0.0029		—			8.69	%		—			1.41	%		[*****]		[*****]		[*****]		[*****]
WP-New Air LLC		—		11,384,563		—		11,384,563		500,683	R$	0.0020		—			12.62	%		—			2.04	%		[*****]		[*****]		[*****]		[*****]
Azul HolCo, LLC		—		4,819,518		—		4,819,518		211,958	R$	0.0047		—			5.34	%		—			0.87	%		[*****]		[*****]		[*****]		[*****]
Maracatu LLC (Peterson Partners)		—		4,677,591		468,329.00		5,145,920		205,991	R$	0.0049		—			5.18	%		19.51	%		0.92	%		[*****]		[*****]		[*****]		[*****]
GIF Mercury LLC		—		1,569,003		—		1,569,003		69,003	R$	0.0145		—			1.74	%		—			0.28	%		[*****]		[*****]		[*****]		[*****]
GIF- II Fundo de Inv. em Part.		—		5,210,597		—		5,210,597		229,157	R$	0.0044		—			5.77	%		—			0.94	%		[*****]		[*****]		[*****]		[*****]
ZDBR LLC		—		8,248,648		—		8,248,648		362,768	R$	0.0028		—			9.14	%		—			1.48	%		[*****]		[*****]		[*****]		[*****]
Kadon Empreendimentos S.A		—		8,379,357		—		8,379,357		368,517	R$	0.0027		—			9.29	%		—			1.50	%		[*****]		[*****]		[*****]		[*****]
Bozano Holdings Ltd.		—		5,353,063		—		5,353,063		235,423	R$	0.0042		—			5.93	%		—			0.96	%		[*****]		[*****]		[*****]		[*****]
Carolyn Trabuco		—		40		—		40		0				—			0.00	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Sergio Eraldo Sales Pinto		—		40		—		40		0				—			0.00	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
JJL Brazil LLC		—		261,501		—		261,501		11,501	R$	0.0869		—			0.29	%		—			0.05	%		[*****]		[*****]		[*****]		[*****]
Morris Azul, LLC		—		77,530		—		77,530		3,410	R$	0.2933		—			0.09	%		—			0.01	%		[*****]		[*****]		[*****]		[*****]
Miguel Dau		—		19,121		—		19,121		841	R$	1.1891		—			0.02	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Henrique de Campos Meirelles		—		40		—		40		0				—			0.00	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
João Carlos Fernandes		—		9,581		—		9,581		421	R$	2.3753		—			0.01	%		—			0.00	%		[*****]		[*****]		[*****]		[*****]
Trip Participações S.A.		101,164,356		17,149,440		—		118,313,796						21.78	%		19.00	%		—			21.24	%		[*****]		[*****]		[*****]		[*****]
Trip Investimentos Ltda.		39,852,572		6,755,835		—		46,608,407						8.58	%		7.49	%		—			8.37	%		[*****]		[*****]		[*****]		[*****]
Rio Novo Locações Ltda.		12,262,282		2,078,711		—		14,340,993						2.64	%		2.30	%		—			2.57	%		[*****]		[*****]		[*****]		[*****]
Total Trip Shareholder Shares		153,279,210		25,983,986		—		179,263,196						33.00	%		28.79	%		—			32.18	%		[*****]		[*****]		[*****]		[*****]
Fidelity Growth Company Fund		—		—		1,017,079.00		1,017,079						—			—			42.37	%		0.18	%		[*****]		[*****]		[*****]		[*****]
Fidelity Blue Chip Growth Fund		—		—		165,571.00		165,571						—			—			6.90	%		0.03	%		[*****]		[*****]		[*****]		[*****]
Cia. Bozano		—		—		749,409.00		749,409						—			—			31.22	%		0.13	%		[*****]		[*****]		[*****]		[*****]
TOTAL		464,482,529		90,242,787		2,400,388.00		557,125,704.00		3,008,801	R$	32,000.00		100.00	%		100.00	%		100.00	%		100.00	%		[*****]		[*****]		[*****]		[*****]

	Preferred shares	—
Common shares	Ordinary shares	464,482,529
Preferred shares	Pro-forma preferred	6,193,100

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

EX-10.10

Exhibit 10.10

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 the Securities and Exchange Commission.

STOCK OPTION AGREEMENT AND OTHER COVENANTS

PARTIES:

A) TOTAL LINHAS AÉREAS S/A, a private company with head offices at Rua dos Hangares, No. 03, Bairro Itapoã, Pátio Norte, Aeroporto da Pampulha, CEP 31270-310, in the city of Belo Horizonte, state of Minas Gerais, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 32.068.363/0001-55, hereby represented, pursuant to its bylaws, by its CEO, Alfredo Meister Neto, hereinafter simply referred to as “TOTAL”;

B) TRIP PARTICIPAÇÕES LTDA, a private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 09.229.532/0001-70, hereby represented by its duly authorized management, hereinafter simply referred to as “TRIP PAR”;

C) ÁGUIA BRANCA PARTICIPAÇÕES S/A, a private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29157-405, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 31.469.364/0001-49, hereby represented by its duly authorized Officers, hereinafter simply referred to as “ABP”;

D) CAPRIOLI PARTICIPAÇÕES LTDA, a private company with head offices at Avenida Governador Pedro de Toledo, 869, Bonfim, CEP 13070-751, in the city of Campinas, state of São Paulo, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 08.243.914/0001-95, hereby represented by its duly authorized administrator, hereinafter simply referred to as “CAPRIOLI PAR”;

E) ANTONIO AUGUSTO GOMES DOS SANTOS, Brazilian, married, businessman, bearer of the identity card (RG) No. 3.352.854-8 SSP/SP and enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 068.697.008-00, resident and domiciled at Rua Ângelo José Vicente, No. 48, Bairro Nova Campinas, in the city of Campinas, state of São Paulo, CEP 13092-150;

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

F) JOSÉ MÁRIO CAPRIOLI DOS SANTOS, Brazilian, single, business administrator, bearer of the identity card (RG) No. 10.860.499-8 SSP/SP, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 182.107.798-93, resident and domiciled at Rua Proença, No. 991, apt 163, CEP 13026-121, Bosque, in the city of Campinas, state of São Paulo;

G) ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN, Brazilian, married under the partial community of property regime, advertising professional, bearer of the Identity Card (RG) No. 10.860.498-6 SSP/SP, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 102.243.858-10, resident and domiciled at Rua Piquete, No. 1211, Jardim Itamarati, CEP 13093-060, in the city of Campinas, state of São Paulo;

H) RENAN CHIEPPE, Brazilian, divorced, business administrator, resident and domiciled at Avenida Antônio Gil Veloso, No. 160, Ed. Solar iza Ferreira, apto. 401, Praia da Costa, CEP: 29101-011, bearer of the Identity Card (RG) No. 484.790 SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 674.438.187-34;

I) DECIO LUIZ CHIEPPE, Brazilian, married, business administrator, resident and domiciled at Rua Placidino Passos, No. 170, casa, bairro Ilha do Frade, in the city of Vitória, state of Espírito Santo, CEP 29057-740, bearer of the Identity Card (RG) No. 440.802 SSP/ES enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 576.171.987-87; and

J) NILTON CARLOS CHIEPPE, Brazilian, married, architectural engineer, resident and domiciled at Rua Raulino Gonçalves, No. 122, Enseada da Praia do Suá, in the city of Vitória, state of Espírito Santo, CEP 29055-150, bearer of the Identity Card (RG) No. 105.882-SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 042.838.136-7,

(each, a “Party” and, collectively, the “Parties”)

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

WITNESSETH:

WHEREAS TRIP and TOTAL entered into the “Business Adjustment Commitment Agreement and Other Covenants” (the “Commitment Agreement”), on November 6, 2007, whose subject matter is to set forth the operating and legal conditions to fully transfer TOTAL’s airline passenger operations, including the following assets: Goodwill (Fundo de Negócios); aircrafts; brands; inventory of parts and tools; rights on improvements and use of hangars, as wells as related furniture, equipment, computers, software and tools; and its operating bases in the Brazilian territory, equipped with furniture, machinery and materials;

WHEREAS, on January 11, 2008, TRIP and TOTAL entered into an Assets Purchase Agreement and Other Covenants, giving effect to the transfer of Assets and establishing payment terms;

NOW THEREFORE, the PARTIES have caused this Stock Option Agreement and Other Covenants (the “Agreement”) to be executed, and agree as follows:

I. GOING-PUBLIC PROCESS AND SALE OF TOTAL’S EQUITY INTEREST

1.1. Assuming a possible sale of shares received by TOTAL, pursuant to the OPTION AGREEMENT TO CONVERT CREDITS INTO SHARES, which granted six million, seven hundred thirty-three thousand, three hundred three (6,733,333) common shares to TOTAL, the main condition is that TRIP LINHAS AÉREAS S/A becomes a public company (“IPO”) registered with the Securities Commission (Comissão de Valores Mobiliários – CVM), trading its shares in the São Paulo Stock Exchange (Bolsa de Valores – BOVESPA) within a period of thirty-six (36) months as of execution hereof, which period may be extended, at the discretion of TRIP PAR, for twelve more (12) months (including a secondary tender offering of shares by the current shareholders). TOTAL may then sell part of or all its shares in the capital markets).

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

1.2. In the IPO, shares of TRIP shall be priced through the bookbuilding process, which is the valuation of shares according to a method adopted in the capital markets (“Pricing”).

1.3. If, as a result of Pricing, the estimated price per share of TRIP LINHAS AÉREAS S/A., held by TOTAL, is below [*****] per common share, TOTAL may then exercise the Put Option and sell its shares to TRIP PAR, in full or in part, for the abovementioned price of [*****] per share.

1.4. If, as a result of Pricing, the estimated price per share of TRIP LINHAS AÉREAS S/A., held by TOTAL, is above [*****], TRIP PAR may then exercise the Call Option and purchase the shares of TOTAL, in full or in part, for the abovementioned price of [*****] per share.

1.5. If, as of the execution date hereof, there is any reverse stock split or stock split, for any reason, the relevant effects shall be applied to the number of shares mentioned herein, as well as to the lowest and highest price per share.

1.6. The options provided for herein are contractual obligations and, therefore, irrevocable.

1.7. The Call or Put Option shall be subject to the following:

i) the Options shall be exercised upon express statement (“Notice”) sent to the other Party, on the Pricing date. It is hereby agreed that the procedure to exercise the Option will be detailed, within sixty (60) days from the execution date hereof, through an amendment hereto that will become an integral part of this instrument;

ii) based on the dynamics of the IPO process, especially the Pricing procedure, the PARTIES shall be in direct contact (in person or by cell phone) at the time of such event (Pricing); once they become aware of the set price, they shall formalize and exercise the corresponding Option;

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

iii) once the Option is exercised by one of the Parties, the other Party shall have to immediately purchase or sell the shares, as applicable;

iv) payment for the shares shall be made by wire transfer to the account or accounts indicated by TOTAL, in Brazil, within thirty (30) days from the effective receipt of the Put Option Notice or remittance of the Call Option Notice, as applicable.

1.8. If TRIP LINHAS AÉREAS S/A, through its Board of Directors, for any reason, fails to conduct the IPO within forty-eight (48) months from the execution date hereof, TRIP PAR shall purchase the shares mentioned herein from TOTAL for the following price and conditions.

1.9. The amount to be paid by TRIP PAR, as provided for in Item 1.8 above, shall be set forth as follows:

i) the price shall be assessed based on January 11, 2012.

ii) each Party shall engage, at its expense, an appraisal company with unblemished technical capabilities and public acknowledgment in the valuation of assets and Companies, selected among a list of ten (10) appraisal companies listed by BOVESPA on a monthly basis (Evolução da Posição de Auditores Independentes por Clientes Listados na Bovespa – available at the CVM website), at the time of the event;

iii) the price shall be equal to the arithmetic mean of the values shown in the report prepared by two appraisal companies;

iv) however, if the values shown in the reports differ by more than fifteen percent (15%), the Parties shall, as mutually agreed, choose a third company, pursuant to the same criteria mentioned above, and the value assessed by such company shall serve as the reference base for the transaction.

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CONFIDENTIAL TREATMENT REQUESTED

STOCK OPTION AGREEMENT AND OTHER COVENANTS

1.9.1. If the appraisal report sets a price per share of TRIP LINHAS AÉREAS S/A below [*****], then the price shall be set at [*****] per common share. If the appraisal report sets a price per share of TRIP LINHAS AÉREAS S/A above [*****], then the price shall be set at [*****] per common share. If the appraisal report sets a price between [*****] per common share, then the price shall be the price included in the appraisal report.

1.9.2. Once the appraisal process has been completed, the payment of shares shall be made by wire transfer to the account or accounts listed by TOTAL, in Brazil, within thirty (30) days.

1.10. In any circumstances, the minimum price of [*****] per common share and the maximum price of [*****] per common share shall be adjusted as follows:

i) until the thirty-sixth month from the date of execution hereof, at [*****] of the CDI rate ;

ii) as of the thirty-sixth month until effective payment, at [*****] of the CDI rate plus [*****] per month.

1.11. If, as of the execution date hereof, there is any reverse stock split or stock split, for any reason, the relevant effects shall be applied to the number of shares mentioned herein, as well as to the lowest and highest price per share.

1.12. In case of default on payment, i.e., failure to make the payment by the due date, irrespective of prior notice, the price shall be adjusted as follows:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

i) interest for late payment corresponding to the SELIC rate plus one percent (1%) per month;

ii) progressive fine of two percent (2%) every thirty days, up to the limit of twenty percent (20%).

1.13. ÁGUIA BRANCA PAR, CAPRIOLI PAR, ANTÔNIO AUGUSTO GOMES DOS SANTOS, JOSÉ MÁRIO CAPRIOLI DOS SANTOS, ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN, RENAN CHIEPPE, DECIO LUIZ CHIEPPE, and NILTON CARLOS CHIEPPE joint and severally agree to be the Guarantors, without the benefit of discussion, of all obligations assumed by TRIP PAR, including the adjustments for late payment.

II. MISCELLANEOUS

2.1. Transfer or assignment of shares and rights. The obligations herein assumed by the PARTIES and all rights hereunder are not transferrable, except if previously and mutually agreed by the Parties, in which case, the interested Party shall send a notice to the other Party informing of their intention to make the transfer.

2.2. This Agreement shall prevail over any other previous negotiations, agreements, and contracts, which shall only be amended in writing and interpreted and applied in accordance with the principle of good faith, according to and in the context of the other agreements entered into by the Parties.

2.3. Tolerance by any of the Parties shall not mean a waiver or novation of rights.

2.4. Notices. Notices shall be given to, as applicable:

To TRIP:

Telephone: 19-3743-3001

Facsimile: 19-3743-3020

Attention: José Mário Caprioli

email: josemario@voetrip.com.br

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

To TOTAL:

Telephone: 41-3371-8200

Facsimile: 41-3371-8231

Attention: Alfredo Meister

email: alfmei@uol.com.br - meister@total.com.br

2.4.1. The Party that changes its contact information shall inform the other Parties thereof, under penalty of having the notice delivered to the address, facsimile or email listed herein deemed valid and effective.

2.5. Dispute resolution. In case of controversies and disputes relating to the effectiveness and performance of this Agreement and any amendments hereto, the Parties shall first seek an amicable resolution, as follows:

i) the controversy shall be informed to the other Party by a written notice;

ii) if an agreement is not initially reached by the parties, a meeting shall be scheduled to discuss the matter, in a neutral location, in the presence of a mediator mutually selected by the Parties;

iii) any agreement reached by the Parties shall be made in writing and, for all purposes, become an integral part hereof.

2.6. If an amicable resolution for the dispute is not reached, it shall be submitted to arbitration, pursuant to Law No. 9.307/96, before the Mediation and Arbitration Center of the Chamber of Commerce Brazil-Canada, pursuant to this entity’s rules.

2.6.1. The parties in dispute shall mutually choose three arbitrators of the Chamber to examine and give their award on the dispute. If the Parties fail to reach an agreement, the arbitrators shall be selected by the President of the Arbitration Chamber.

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

2.6.2. The Parties agree to accept and comply with the arbitration awards, without litigation on the merits, pursuant to Law No. 9.307/96.

2.6.3. In case the selected arbitration chamber is dissolved, the Parties shall mutually agree on the choice of another chamber. If an agreement is not reached, the case shall be decided by three arbitrators, even if such arbitrators are not associated to any arbitration chamber. The selection of such arbitrators shall be as provided hereunder. If any party refuses to participate in the selection of the arbitrator, the arbitrator shall be appointed by the Judiciary, pursuant to Law No. 9.307/96

2.6.4. Arbitration shall be de jure, and governed by applicable law and the provisions hereof.

2.6.5. If the arbitration clause is considered invalid or inefficient, the jurisdiction of the District of Campinas, state of São Paulo, shall be chosen, including for purposes of questioning the validity or efficacy of this provision, as well as for appointing any arbitrator.

2.6.6. The losing Party shall pay for all arbitration costs and expenses, as well as attorney’s fees of lawyers involved in the proceeding. If the claim is partially granted, costs, expenses and attorney’s fees shall be proportionally split among the Parties.

2.6.7. The arbitration award is final and the winning Party may immediately proceed to enforce it.

This Agreement was executed in five (5) counterparts of equal content and form in the presence of two witnesses.

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STOCK OPTION AGREEMENT AND OTHER COVENANTS

Campinas (São Paulo), January 11, 2008.

CONTRACTING PARTIES:

/s/ José Mário Caprioli dos Santos         /s/ Renan Chieppe	/s/ Alfredo Meister Neto
TRIP PARTICIPAÇÕES LTDA.	TOTAL LINHAS AÉREAS S/A

SHAREHOLDERS: By TRIP PAR:

/s/ Nilton Carlos Chieppe          /s/ Decio Luiz Chieppe	/s/ José Mário Caprioli dos Santos
ÁGUIA BRANCA PARTICIPAÇÕES S/A.	CAPRIOLI PARTICIPAÇÕES LTDA

Shareholders of TRIP LINHAS AÉREAS S/A (Directors and Alternates):

/s/ Antonio Augusto Gomes dos Santos

ANTONIO AUGUSTO GOMES DOS SANTOS

/s/ José Mário Caprioli dos Santos

JOSÉ MÁRIO CAPRIOLI DOS SANTOS

/s/ Alexandra Caprioli dos Santos Fontolan

ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN

/s/ Renan Chieppe	/s/ Decio Luiz Chieppe
RENAN CHIEPPE	DECIO LUIZ CHIEPPE
/s/ Nilton Carlos Chieppe NILTON CARLOS CHIEPPE

WITNESSES
1 /s/ Ricardo Vaze Pinto		2 /s/ Gustavo Lobo Veríssimo da Silva
Name	Ricardo Vaze Pinto	Name	Gustavo Lobo Veríssimo da Silva
	Advogado	RG/CPF	1001 285-95 053 621 197-52
RG/CPF	OAB/MG 73.786
	CPF/MF 973.873. 396/00

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AMENDMENT TO THE STOCK OPTION AGREEMENT AND OTHER

COVENANTS

PARTIES:

A) TOTAL LINHAS AÉREAS S/A, a closed corporation (sociedade anônima) with head offices at Av. Senador Salgado Filho, No. 5.397, Sala D, Bairro Uberaba, in the city of Curitiba, state of Paraná, CEP 81580-000, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 32.068.363/0001-55, hereby represented, pursuant to its bylaws, by its CEO, ALFREDO MEISTER NETO, and CFO, ADEMIR KNOP, hereinafter simply referred to as “TOTAL”;

B) RIO NOVO LOCAÇÕES LTDA., a private company with head offices at Rodovia BR 262, Km 6,3, Vila Capixaba, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 04.373.710/0001-18, hereby represented by its managers, NILTON CARLOS CHIEPPE, Brazilian, born in the state of Espírito Santo, married under the universal community of property regime, architectural engineer, resident and domiciled at Rua Raulino Gonçalves, No. 122, Enseada da Praia do Suá, in the city of Vitória, state of Espírito Santo, CEP 29055-150, bearer of the identity card (RG) No. 105.882-SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 042.838.136-72, and DECIO LUIZ CHIEPPE, Brazilian, born in the state of Espírito Santo, married under the partial community of property regime, business administrator, resident and domiciled at Rua Placidino Passos, No. 170, bairro Ilha do Frade, in the city of Vitória, state of Espírito Santo, CEP 29057-740, bearer of the identity card (RG) No. 440.802 SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 576.171.987-87, hereinafter simply referred to as “RIO NOVO”;

C) SKYWEST, Inc., a foreign company with head offices at 444 South River Road, ZIP CODE 84790, in the city of St. George, state of Utah, United States of America, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 9.944.419/0001-76, hereby represented by its attorney-in-fact, Renato Dias Pinheiro, Brazilian, divorced, lawyer, bearer of the identity card (RG) No. 21.823.125, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 045.818.147-15, resident and domiciled in the city of São Paulo, state of São Paulo, hereinafter simply referred to as “SKYWEST”;

D) TRIP PARTICIPAÇÕES S/A, a private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 09.229.532/0001-70, hereby represented by its duly authorized management, hereinafter simply referred to as “TRIP PAR”;

E) ÁGUIA BRANCA PARTICIPAÇÕES S/A, a private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29157-405, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 31.469.364/0001-49, hereby represented by its duly authorized Officers, hereinafter simply referred to as “ABP”;

1

AMENDMENT TO THE STOCK OPTION AGREEMENT AND OTHER

COVENANTS

F) CAPRIOLI PARTICIPAÇÕES LTDA, a private company with head offices at Avenida Governador Pedro de Toledo, 869, Bonfim, CEP 13070-751, in the city of Campinas, state of São Paulo, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 08.243.914/0001-95, hereby represented by its duly authorized administrator, hereinafter simply referred to as “CAPRIOLI PAR”;

G) ANTONIO AUGUSTO GOMES DOS SANTOS, Brazilian, married, businessman, bearer of the identity card (RG) No. 3.352.854-8 SSP/SP, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 068.697.008-00, resident and domiciled at Rua Ângelo José Vicente, No. 48, Bairro Nova Campinas, in the city of Campinas, state of São Paulo, CEP 13092-150;

H) JOSÉ MÁRIO CAPRIOLI DOS SANTOS, Brazilian, married, business administrator, bearer of the identity card (RG) No. 10.860.499-8 SSP/SP, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 182.107.798-93, resident and domiciled at Rua Proença, No. 991, apto. 163, CEP 13026-121, Bosque, in the city of Campinas, state of São Paulo;

I) ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN, Brazilian, married under the partial community of property regime, advertising professional, bearer of the Identity Card (RG) No. 10.860.498-6 SSP/SP, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 102.243.858-10, resident and domiciled at Rua Piquete, No. 1211, Jardim Itamarati, CEP 13093-060, in the city of Campinas, state of São Paulo;

J) RENAN CHIEPPE, Brazilian, divorced, business administrator, resident and domiciled at Avenida Antônio Gil Veloso, No. 160, Ed. Solar iza Ferreira, apto. 401, Praia da Costa, CEP: 29101-011, bearer of the Identity Card (RG) No. 484.790 SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 674.438.187-34;

K) DECIO LUIZ CHIEPPE, Brazilian, married, business administrator, resident and domiciled at Rua Placidino Passos, No. 170, casa, bairro Ilha do Frade, in the city of Vitória, state of Espírito Santo, CEP 29057-740, bearer of the Identity Card (RG) No. 440.802 SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 576.171.987-87;

L) NILTON CARLOS CHIEPPE, Brazilian, married, architectural engineer, resident and domiciled at Rua Raulino Gonçalves, No. 122, Enseada da Praia do Suá, in the city of Vitória, state of Espírito Santo, CEP 29055-150, bearer of the Identity Card (RG) No. 105.882-SSP/ES, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 042.838.136-7; and

M) ERIC D. CHRISTENSEN, American, married, officer, bearer of the US Passport No. 219.139.857, resident and domiciled at 1,130 Lizzie Lane, in the city of St. George, state of Utah, 84790, United States, hereby represented by his attorney-in-fact, Daniel de Miranda Faco, Brazilian, married, lawyer, resident and domiciled in the city of São Paulo, state of São Paulo.

2

AMENDMENT TO THE STOCK OPTION AGREEMENT AND OTHER

COVENANTS

(each, a “Party” and, collectively, the “Parties”)

WITNESSETH:

a) WHEREAS TRIP and TOTAL entered into the “Business Adjustment Commitment Agreement and Other Covenants” (the “Commitment Agreement”), on November 6, 2007, whose subject matter is to set forth the operating and legal conditions to fully transfer TOTAL’s airline passenger operations, including the following Assets: Goodwill (Fundo de Negócios); aircrafts; brands; inventory of parts and tools; rights on improvements and use of hangars, as wells as related furniture, equipment, computers, software and tools; and its operating bases in the Brazilian territory, equipped with furniture, machinery and materials;

b) WHEREAS, on January 8, 2008, TRIP and TOTAL entered into an Assets Purchase Agreement and Other Covenants, giving effect to the transfer of Assets and establishing payment terms;

c) WHEREAS TOTAL and RIO NOVO entered into (i) a “Private Promise to Assign Shares of TRIP LINHAS AÉREAS S/A and Other Covenants,” on March 18, 2009, and (ii) a “Private Instrument of Share Assignment of TRIP LINHAS AÉREAS S/A and Other Covenants,” on April 8, 2009, whose subject matter is to set forth the purchase conditions for all common shares of TRIP held by TOTAL. Two purchase conditions have been set forth, namely: (i) Firm Offer of Shares: 3,366,666 common shares; and (ii) Stock Options: 3,366,667 common shares, amounting TOTAL’s equity interest to 6,733,333 common shares; and

d) WHEREAS, on January 11, 2008, TRIP and TOTAL entered into a Stock Option Agreement and Other Covenants, that provided for the irrevocable call option by TRIP PAR and put option by TOTAL, with minimum and maximum amounts set forth in the document hereby amended.

NOW THEREFORE, the PARTIES have caused this Amendment to the Stock Option Agreement and Other Covenants to be executed, and agree as follows:

FIRST:

The Stock Option Agreement and Other Covenants, executed on January 11, 2008, sets forth the conditions in connection with the transactions thereunder, in accordance with the respective provisions.

SECOND:

By this amendment, the parties lawfully decide, as they have decided, to amend the agreement mentioned in the above clause to supplement it with mutually granted and accepted terms, as follows:

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AMENDMENT TO THE STOCK OPTION AGREEMENT AND OTHER

COVENANTS

I. SHARE ADJUSTMENT

1.1. The FIRM sale of shares of TOTAL to RIO NOVO was given effect according to the (i) “Private Promise to Assign Shares of TRIP LINHAS AÉREAS S/A and Other Covenants,” executed on March 18, 2009, and (ii) “Private Instrument of Share Assignment of TRIP LINHAS AÉREAS S/A and Other Covenants,” executed on April 6, 2009, pursuant to which TOTAL assigns and transfers with consideration the ownership of three million, three hundred sixty-six thousand, six hundred sixty-six (3,366,666) common shares, as a firm purchase. The remaining lot of three million, three hundred sixty-six thousand, six hundred sixty-seven (3,366,667) common shares continues to be held by TOTAL, which lot has been promised to be sold to RIO NOVO pursuant to the Stock Option Agreement and Other Covenants, executed on April 8, 2009, which sets forth the exercise period of the option of one hundred eighty (180) days from the execution date thereof.

1.2. Accordingly, clause 1.1 of the Stock Option Agreement and Other Covenants, entered into on January 11, 2006, between TRIP PAR and TOTAL, as mentioned in “d” of the preamble hereof, is hereby amended as a result of the firm sale of common shares to RIO NOVO. Pursuant to the foregoing conditions, TOTAL’s shareholdings is hereby amended to three million, three hundred sixty-six thousand, six hundred sixty-seven (3,366,667) common shares.

1.3. If, as a result of the “Timely exercise by Rio Novo of the Stock Option Agreement and Other Covenants,” entered into between RIO NOVO and TOTAL, on April 6, 2009, the firm transfer of the remaining shares mentioned in the foregoing clause 1.2 hereof (3,366,667) occurs, which is an irrevocable obligation, it is hereby agreed by the PARTIES that this amendment and the original agreement identified in “d” of the preamble are fully subrogated to RIO NOVO, and the original PARTIES thereto (TRIP PAR and TOTAL) are not required to terminate the original agreement. Accordingly, the obligations entered into between the original parties shall be mutually, irrevocably, fully, and generally released.

II. CONSENT OF TRANSFER AND ASSIGNMENT OF SHARES AND RIGHTS

2.1. Clause 2.1 hereof sets forth that obligations assumed by the PARTIES and all rights hereunder are not transferrable, except with the prior and mutual consent and agreement of the original parties. Accordingly, this clause expressly grants, pursuant to its provisions and in the best terms of the law, the relevant consent and authorization to TOTAL to hereby assign and transfer to RIO NOVO all rights deriving from the firm purchase of shares, subrogating to RIO NOVO, in proportion to the purchased shares, all share rights and conditions provided for hereunder.

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2.2. If the Option mentioned in clause 1.3 above is exercised, the grant and consent hereby given by the PARTIES shall be expressly extended to the new lot of purchased shares, thus subrogating to RIO NOVO all share rights and obligations as agreed hereunder. Therefore, a new authorization to transfer rights and obligations under the Stock Option Agreement and Other Covenants is not required due to the purchase of the remaining shares of TOTAL by RIO NOVO.

2.3. Therefore, pursuant to the foregoing conditions and civil law, as set forth in Article 347, Item I, of the Brazilian Civil Code, according to the agreed subrogation, all rights and obligations under the Stock Option Agreement and Other Covenants are expressly transferred to RIO NOVO, in proportion to the firm purchase of shares and possible exercise of the Call Option.

III – MISCELLANEOUS

3.1. This Agreement shall prevail over any other previous negotiations, agreements, and contracts, which shall only be amended in writing and interpreted and applied in accordance with the principle of good faith, according to and in the context of the other agreements entered into by the Parties, especially in connection with contractual conditions.

3.2. Notices. Notices shall be given to, as applicable:

To TRIP PAR:

Telephone: 27-2125-1242

Facsimile: 27-2125-1313

Attention: Renan Chieppe

email: renan@aguiabranca.com.br

To TRIP:

Telephone: 19-3743-3001

Facsimile: 19-3743-3020

Attention: José Mário Caprioli

email: josemario@voetrip.com.br

To RIO NOVO:

Telephone: 27-2125-1210

Facsimile: 27-2125-1313

Attention: Decio L. Chieppe

email: decio@aguiabranca.com.br

To TOTAL:

Telephone/Facsimile: 41-3371-8200

Attention: Alfredo Meister

email: alfmei@uol.com.br - meister@total.com.br

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3.2.1. The Party that changes its contact information shall inform the other Parties thereof, under penalty of having the notice delivered to the address, facsimile or email listed herein deemed valid and effective.

3.3. All other clauses and conditions of the Agreement hereby amended that have not been amended hereby and/or are not conflicting herewith are ratified and incorporated hereto, as if transcribed herein, including the obligations assumed and the restrictive clauses set forth, which shall be kept in their integrity for all purposes of the law.

This Agreement was executed in five (5) counterparts of equal content and form in the presence of two witnesses.

Vitória (Espírito Santo), April 8, 2009.

CONTRACTING PARTIES:

/s/ Nilton Carlos Chieppe	/s/ Decio Luiz Chieppe
RIO NOVO LOCAÇÕES LTDA.	RIO NOVO LOCAÇÕES LTDA.
Nilton Carlos Chieppe	Decio Luiz Chieppe
/s/ Alfredo Meister Neto	/s/ Ademir Knop
TOTAL LINHAS AÉREAS S/A	TOTAL LINHAS AÉREAS S/A
Alfredo Meister Neto	Ademir Knop
CONSENTING SHAREHOLDERS:
By TRIP PAR:
/s/ Renan Chieppe	/s/ José Mário Caprioli dos Santos
Renan Chieppe	José Mário Caprioli dos Santos
By SKY WEST:
/s/ Renato Dias Pinheiro
Renato Dias Pinheiro

Shareholders of TRIP LINHAS AÉREAS S/A (Directors):

/s/ Antonio Augusto Gomes dos Santos

ANTONIO AUGUSTO GOMES DOS SANTOS

/s/ José Mário Caprioli dos Santos

JOSÉ MÁRIO CAPRIOLI DOS SANTOS

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/s/ Alexandra Caprioli dos Santos Fontolan

ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN

/s/ Decio Luiz Chieppe

DECIO LUIZ CHIEPPE

/s/ Renan Chieppe

RENAN CHIEPPE

/s/ Nilton Carlos Chieppe

NILTON CARLOS CHIEPPE

/s/ Eric D. Christensen

ERIC D. CHRISTENSEN

GUARANTORS:

/s/ Nilton Carlos Chieppe        /s/ Decio Luiz Chieppe

ÁGUIA BRANCA PARTICIPAÇÕES S/A

/s/ José Mário Caprioli dos Santos

CAPRIOLI PARTICIPAÇÕES LTDA.

/s/ Antonio Augusto Gomes dos Santos

ANTONIO AUGUSTO GOMES DOS SANTOS

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Continued (signature pages):

/s/ José Mário Caprioli dos Santos

JOSÉ MÁRIO CAPRIOLI DOS SANTOS

/s/ Alexandra Caprioli dos Santos Fontolan

ALEXANDRA CAPRIOLI DOS SANTOS FONTOLAN

/s/ Decio Luiz Chieppe

DECIO LUIZ CHIEPPE

/s/ Renan Chieppe

RENAN CHIEPPE

/s/ Nilton Carlos Chieppe

NILTON CARLOS CHIEPPE

WITNESSES
1	/s/ Ricardo Vaze Pinto	2	/s/ Ricardo Barros Cabral
Name Ricardo Vaze Pinto		Name Ricardo Barros Cabral
RG/CPF 973.873.396/00		RG/CPF

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PARTIES:

A) RIO NOVO LOCAÇÕES LTDA., private company with head offices at Rodovia BR 262, Km 6,3, Vila Capixaba, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 04.373.710/0001-18, hereby represented by its duly authorized management (hereinafter simply referred to as “RIO NOVO”);

B) TRIP PARTICIPAÇÕES S/A., private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 09.229.532/0001-70, hereby represented by its duly authorized management (hereinafter simply referred to as “TRIP PAR”);

C) ÁGUIA BRANCA PARTICIPAÇÕES S/A., private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP 29157-405, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 31.469.364/0001-49, hereby represented by its duly authorized Officers (hereinafter simply referred to as “ABP”); and

D) CAPRIOLI PARTICIPAÇÕES LTDA., private company with head offices at Avenida Governador Pedro de Toledo, 869, Bonfim, CEP 13070-751, in the city of Campinas, state of Săo Paulo, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 08.243.914/0001-95, hereby represented by its duly authorized administrator (hereinafter simply referred to as “CAPRIOLI PAR”).

(each, a “Party” and collectively, the “Parties”)

WITNESSETH:

a) WHEREAS, on January 11, 2008, TRIP PAR and TOTAL entered into a Stock Option Agreement and Other Covenants that provided for the irrevocable call option by TRIP PAR and put option by TOTAL, with minimum and maximum amounts set forth in the document hereby amended;

b) WHEREAS, on April 8, 2009, TOTAL and RIO NOVO, with the express consent of TRIP PAR, entered into the Amendment to the Stock Option Agreement and Other Covenants, which agreement transferred the rights and obligations included in the amended instrument from TOTAL to RIO NOVO. All rights and obligations in effect under the Stock Option Agreement and Other Covenants mentioned in “a” above have been subrogated to RIO NOVO, pursuant to Article 347, Item I of the Brazilian Civil Code; and

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c) WHEREAS, clause 1.8 of the instrument mentioned in “a” above formally set forth that, within forty-eight (48) months from the execution of the Stock Option Agreement, TRIP PAR agreed to purchase from RIO NOVO the shares mentioned in such instrument, for the price and at the terms set forth in the Agreement, whose final exercise date shall be January 11, 2012.

NOW THEREFORE, the PARTIES have caused this Second Amendment to the Stock Option Agreement and Other Covenants to be executed, and agree as follows:

FIRST:

The Stock Option Agreement and Other Covenants, executed on January 11, 2008, set forth the conditions in connection with the transactions thereunder, in accordance with the respective provisions. The Amendment to the Stock Option Agreement and Other Covenants, executed on April 8, 2009, transferred the rights and obligations of TOTAL to RIO NOVO.

SECOND:

By this amendment, the parties lawfully decide, as they have decided, to amend the agreement mentioned in the above clause to supplement it with mutually granted and accepted terms, as follows:

I. ADJUSTMENT TO THE EXERCISE PERIOD

1.1. RIO NOVO holds six million, seven hundred thirty-three thousand, three hundred thirty-three (6.733.333) common shares of TRIP Linhas Aéreas S/A., and may exercise a put option and sell its shares to TRIP PAR, whose final exercise date is January 11, 2012. The PARTIES agree to, free of any defect, extend the exercise period of the option to one hundred eighty (180) days from the original final exercise date that was previously set forth. Thus, the new final exercise date of the Put Option is July 9, 2012.

1.2. Accordingly, clause 1.8 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, is now worded as follows:

“1.8 – On July 9, 2012 (the “Exercise Date”), and on no other day, provided that a Listing Event (as defined below) has not occurred, RIO NOVO shall have the right, and not the obligation, exercisable in accordance with the terms and conditions set forth herein, to sell to TRIP PAR (that hereby agrees to purchase from RIO NOVO) all (and not less than all) shares held by RIO NOVO for the Price per Share set forth herein, to be paid exclusively in cash.

1.8.1 – For purposes hereof, “Listing Event” means the registration of the Company at the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) as a publicly-traded company and the IPO, trading at any segment of the São Paulo Stock Exchange, or any successor stock exchange.”

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II. MISCELLANEOUS

2.1. This Agreement shall prevail over any other previous negotiations, agreements, and contracts, which shall only be amended in writing and interpreted and applied in accordance with the principle of good faith, according to and in the context of the other agreements entered into by the Parties, especially in connection with the contractual conditions.

2.2. Notices. Notices shall be given to, as applicable:

To TRIP PAR:

Telephone: 27-2125-6301

Facsimile: 27-2125-6301

Attention: Renan Chieppe

email: renan@aguiabranca.com.br

To RIO NOVO:

Telephone: 27-2125-6307

Facsimile: 27-2125-6307

Attention: Sr. Decio L. Chieppe

email: decio@aguiabranca.com.br

To CAPRIOLI:

Telephone: 19-2139-3112

Facsimile: 19-2139-3101

Attention: Sr. José Mario Caprioli dos Santos

email: josemario@voetrip.com.br

To ABP:

Telephone: 27-2125-6304

Facsimile: 27-2125-6304

Attention: Sr. Decio L. Chieppe

email: decio@aguiabranca.com.br

2.2.1. The Party that changes its contact information shall inform the other Parties thereof, under penalty of having the notice delivered to the address, facsimile or email listed herein deemed valid and effective.

2.3. All other clauses and conditions of the Agreement hereby amended, as amended, that have not been amended hereby and/or are not conflicting herewith are ratified and incorporated hereto, as if transcribed herein, including the obligations assumed and the restrictive clauses set forth, which shall be kept in their integrity for all purposes of the law.

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This Agreement was executed in four (4) counterparts of equal content and form, in the presence of two witnesses.

Vitória (Espírito Santo), December 22, 2011.

CONTRACTING PARTIES:

/s/ Renan Chieppe	/s/ Decio Luiz Chieppe
RIO NOVO LOCAÇÕES LTDA.	RIO NOVO LOCAÇÕES LTDA.
Renan Chieppe (Attorney-in-fact)	Decio Luiz Chieppe
/s/ Renan Chieppe	/s/ José Mário Caprioli dos Santos
TRIP PARTICIPAÇÕES S/A.	TRIP PARTICIPAÇÕES S/A.
Renan Chieppe	José Mario Caprioli dos Santos
GUARANTORS:
/s/ Decio L. Chieppe        /s/ Renan Chieppe
ÁGUIA BRANCA PARTICIPAÇÕES S/A
Decio L. Chieppe         -        Renan Chieppe
/s/ José Mário Caprioli dos Santos
CAPRIOLI PARTICIPAÇÕES LTDA.
José Mario Caprioli dos Santos

WITNESSES
1	/s/ Ricardo Vaze Pinto	2	/s/ Thiago da Silva Santos
Name Ricardo Vaze Pinto		Name Thiago da Silva Santos
RG/CPF 973.873.396/00		RG/CPF

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PARTIES:

A) RIO NOVO LOCAÇÕES LTDA., private company with head offices at Rodovia BR 262, Km 6,3, Vila Capixaba, in the city of Cariacica, state of Espírito Santo, CEP 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 04.373.710/0001-18, hereby represented by its duly authorized management (hereinafter simply referred to as “RIO NOVO”);

B) TRIP PARTICIPAÇÕES S/A., private company with head offices at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, CEP: 29145-901, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 09.229.532/0001-70, hereby represented by its duly authorized management (hereinafter simply referred to as “TRIP PAR”);

C) ÁGUIA BRANCA PARTICIPAÇÕES S/A., private company with head offices at Rua José Alexandre Buaiz, 300, 18º andar, Enseada do Suá, in the city of Vitória, state of Espírito Santo, CEP: 29050-545, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 31.469.364/0001-49, hereby represented by its duly authorized Officers (hereinafter simply referred to as “ABP”); and

D) CAPRIOLI PARTICIPAÇÕES LTDA., private company with head offices at Avenida Governador Pedro de Toledo, 869, Bonfim, CEP 13070-751, in the city of Campinas, state of São Paulo, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 08.243.914/0001-95, hereby represented by its duly authorized administrator (hereinafter simply referred to as “CAPRIOLI PAR”).

(each, a “Party” and collectively, the “Parties”)

WITNESSETH:

a) WHEREAS, on January 11, 2008, TRIP PAR and TOTAL entered into a Stock Option Agreement and Other Covenants that provided for the irrevocable call option by TRIP PAR and put option by TOTAL, with minimum and maximum amounts set forth in the document hereby amended;

b) WHEREAS, on April 8, 2009, TOTAL and RIO NOVO, with the express consent of TRIP PAR, entered into the Amendment to the Stock Option Agreement and Other Covenants, which agreement transferred the rights and obligations included in the amended instrument from TOTAL to RIO NOVO. All rights and obligations in effect under the Stock Option Agreement and Other Covenants mentioned in “a” above have been subrogated to RIO NOVO, pursuant to Article 347, Item I of the Brazilian Civil Code; and

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c) WHEREAS, clause 1.8 of the instrument mentioned in “a” above formally set forth that, within forty-eight (48) months from the execution of the Stock Option Agreement, TRIP PAR agreed to purchase from RIO NOVO the shares mentioned in such instrument, for the price and at the terms set forth in the Agreement, whose original final exercise date was January 11, 2012, extended to July 9, 2012 by the Second Amendment to the Stock Option Agreement and Other Covenants, entered into by the parties on December 22, 2011.

NOW THEREFORE, the PARTIES have caused this Third Amendment to the Stock Option Agreement and Other Covenants to be executed, and agree as follows:

FIRST:

The Stock Option Agreement and Other Covenants, executed on January 11, 2008, set forth the conditions in connection with the transactions thereunder, in accordance with the respective provisions. The Amendment to the Stock Option Agreement and Other Covenants, executed on April 8, 2009, transferred the rights and obligations of TOTAL to RIO NOVO.

SECOND:

By this amendment, the parties lawfully decide, as they have decided, to amend the agreement mentioned in the above clause to supplement it with mutually granted and accepted terms, as follows:

I. ADJUSTMENT TO THE EXERCISE PERIOD

1.1. RIO NOVO holds six million, seven hundred thirty-three thousand, three hundred thirty-three (6,733,333) common shares of TRIP Linhas Aéreas S/A., and may exercise a put option and sell its shares to TRIP PAR, whose final exercise date is July 9, 2012. The PARTIES agree to, free of any defect, extend the exercise period of the option to eighteen (18) months from the final exercise date previously set forth in the Second Amendment. Thus, the new final exercise date of the Put Option is January 6, 2014.

1.2. Accordingly, clauses 1.2 to 1.7 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, provide for the following payments and are worded as follows:

1.2 – In case of an IPO, and solely as a result of such event, shares of TRIP or holding company that controls the Company shall be priced through a bookbuilding process, which is the valuation of shares according to a method adopted in the capital markets (the “Pricing”).

1.3 – If, as a result of Pricing, the estimated amount of all shares of TRIP or holding company that controls the Company held by RIO NOVO is below [*****] RIO NOVO may then exercise its full Put Option and sell its shares to TRIP PAR, taking into account the share percentage in effect at the time, for the minimum Exercise price of [*****], as adjusted by the criteria set forth in clause 1.10.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.4 – If, as a result of Pricing, the estimated amount of all shares of TRIP or holding company that controls the Company held by RIO NOVO is above [*****], TRIP PAR may then settle the purchase of shares of RIO NOVO, for the maximum Exercise price of [*****], as adjusted by the criteria set forth in clause 1.10.

1.5 – In case of an IPO, upon Pricing, the Put Option shall be subject to the following:

i) the Put Option shall be exercised, upon express statement (“Notice”) sent to the other Party, on the Pricing date;

ii) based on the dynamics of the IPO process, especially the Pricing procedure, the PARTIES shall be in direct contact (in person or by cell phone) at the time of such event (Pricing); once they become aware of the set price, they shall formalize and exercise the corresponding Option;

iii) once the Option is exercised by RIO NOVO, TRIP PAR shall have to immediately purchase the shares for the set prices, as applicable;

iv) payment for the shares shall be made by wire transfer to the account or accounts indicated by RIO NOVO, in Brazil, within thirty (30) days from the effective receipt of the Put Option Notice.

1.6. If, as of the execution date hereof, there is any reverse stock split or stock split, for any reason, the relevant effects shall apply to the number of shares held by RIO NOVO in TRIP or holding company that controls the Company, and such new number of shares shall be automatically subject to the provisions hereof.

1.7. The Exercise of the Put Option shall always take into account the shareholding in effect at the time of the Exercise, thus terminating any rights or obligations deriving from such shares, at the time of the financial settlement and transfer of shares.”

1.3. Accordingly, clause 1.8 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, is worded as follows:

“1.8 – On January 6, 2014 (the “Exercise Date”), provided that a new Listing Event (as defined below) has not occurred, RIO NOVO shall have the right, and not the obligation, exercisable in accordance with the terms and conditions set forth herein, to sell to TRIP PAR (that hereby agrees to purchase from RIO NOVO) all (and not less than all) shares held by RIO NOVO in the capital stock of TRIP or any other company that comes to control it, for the Price set forth herein, to be paid exclusively in cash.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.8.1 — If RIO NOVO wishes to exercise its right to sell to TRIP PAR all its Shares, in accordance with the terms set forth above, it shall formally state so through an express communication sent to TRIP PAR, at any time as of the execution date hereof until the “Exercise Date.” Failure to previously notify its intention to exercise the right to sell by the “Exercise Date” shall be deemed a lack of interest in completing the sale, thus remaining in the capital stock of TRIP or any other company that comes to control TRIP.

1.8.2 — For purposes hereof, “Listing Event” means the registration of the Company, or holding company that controls the Company, with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM), as a publicly-traded company and the IPO, trading at any segment of the São Paulo Stock Exchange, or any successor stock exchange.”

II. REPLACEMENT OF THE ASSET AND ITS PRICING

2.1. The current shareholders of TRIP Linhas Aéreas S/A. and AZUL S.A., a company (sociedade anônima) with head offices at Alameda Surubiju, No. 2,010 and 2,050, Block A, room 21, Alphaville Industrial, in the city of Barueri, state of São Paulo, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 09.305.9994/0001-29 (“AZUL Holding”), entered into and Investment Agreement, on May 25, 2012, pursuant to which the Shareholders of TRIP and AZUL Holding share the mutual desire to merge all Shares of TRIP into AZUL Holding, with the subsequent delivery of new shares issued by AZUL Holding to the Shareholders of TRIP, without any termination of TRIP, pursuant to Article 252 of Federal Law No. 6.404, of December 15, 1976 (“Brazilian Corporate Law”), in order to submit AZUL and TRIP to the same shareholding control, thus increasing (i) the synergies and the operating capabilities of both companies, (ii) the standard of quality of airline services in the Brazilian civil aviation sector, and (iii) competition with other sector leaders (“Share Merger” or “Transaction”).

2.2. The abovementioned Transaction sets forth the conditions that need to be approved by the Parties and the Brazilian Civil Aviation Agency (Agência Nacional da Aviação Civil – ANAC), and once fulfilled, the Transaction shall be completed and the shares of TRIP held by the current shareholders shall be merged. As regards to the share merger, the Investment Agreement provides for the number of Class A common shares and Class B preferred shares of AZUL Holding to be issued as a result of the Share Merger to be equal to thirty percent and seven tenths (30.7%) of all shares issued by AZUL Holding (“Initial Swap Ratio”) after the Share Merger. The type and total number of New Shares issued by AZUL Holding, pro rata, in favor of the Shareholders of TRIP, on the Merger Date, will only be available at a future time. As a result of future adjustments in the equity interest of Shareholders of TRIP, which adjustments may occur within twenty-four (24) months from the date of execution of the Investment Agreement, subject to the pricing of AZUL Holding in case of an IPO, the total equity interest of the Shareholders of TRIP may vary from twenty-seven percent (27%) to thirty-three percent (33%) of the total capital stock of AZUL Holding.

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2.3. Taking into account the conditions mentioned in clauses 2.1 and 2.2, upon satisfactory completion of the Transaction with the effective merger of the shares, the Parties decide to amend the corporate asset to be exercised, through the selling right of RIO NOVO, by replacing the shares held by RIO NOVO in the capital stock of TRIP Linhas Aéreas S/A. for all equity interest held by RIO NOVO in the capital stock of AZUL Holding.

2.4. As a result of the foregoing and in order to conform the contractual conditions, clauses 1.9 and 1.10 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, are now worded as follows:

“1.9. The amount to be paid by TRIP PAR, in the cases set forth in Item 1.8 above, shall be agreed upon as follows:

i) the price agreed upon shall be based on January 6, 2014.

ii) each Party shall engage, at its expense, an appraisal company (Investment Bank) with unblemished technical capabilities and public acknowledgment in the valuation of assets and Companies, selected among the ten (10) Investment Banks ranked by the Brazilian Association of Financial and Capital Market Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais – ANBIMA) as major Coordinators or Participants of the Merger, Acquisition, Public Offering for the Acquisition of Shares (Oferta Pública de Aquisição de Ações – OPA), Initial Public Offering (IPO), and Corporate Restructuring processes (collectively referred to simply as “Mergers and Acquisitions). This rank is published on a quarterly basis and is available at ANBIMA’s website (http://portal.anbima.com.br/Pages/home.aspx), at the time of the event.

iii) the price shall be equal to the arithmetic mean of the values shown in the report prepared by two appraisal companies;

iv) however, if the values shown in the reports differ by more than fifteen percent (15%), the Parties shall, as mutually agreed, choose a third company, pursuant to the same criteria mentioned above. However, in order to avoid any difficulty, such third company shall be the one best ranked by ANBIMA among the ten (10) best Investment Banks; the value assessed by it shall be included as an assessed value together with the other two appraisal companies, and the price shall be equal to the arithmetic mean of the values shown in the reports presented by the three (3) appraisal companies, serving as a reference base to the transaction.

1.9.1. If the appraisal report sets a value for all shares held by RIO NOVO in the capital stock of AZUL Holding below [*****],

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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THIRD AMENDMENT TO THE STOCK OPTION

AGREEMENT AND OTHER COVENANTS

then the minimum Exercise price for RIO NOVO shall be equal to [*****] for all shares held by RIO NOVO. If the appraisal report sets a value for all shares held by RIO NOVO in the capital stock of AZUL Holding above [*****] then the maximum Exercise price for RIO NOVO shall be equal to [*****] for all shares held by RIO NOVO. If the appraisal report sets a value between [*****] and [*****], then the price for all shares held by RIO NOVO in the capital stock of AZUL Holding shall be the value set.

1.9.2. Once the appraisal process has been completed, the payment of all shares shall be made through wire transfer to the account or accounts listed by RIO NOVO, in Brazil, within thirty (30) days.

1.10. In any circumstances, the minimum value of [*****] and the maximum value of [*****] shall be adjusted as follows:

i) until the thirty-sixth month from the date of the execution of the original Stock Option Agreement (January 11, 2008), at [*****] of the CDI rate;

ii) as of the thirty-sixth month until effective payment, at [*****] of the CDI rate plus [*****] per month.”

III. MISCELLANEOUS

3.1. This Agreement shall prevail over any other previous negotiations, agreements, and contracts, which shall only be amended in writing and interpreted and applied in accordance with the principle of good faith, according to and in the context of the other agreements entered into by the Parties, especially in connection with the contractual conditions.

3.2. Notices. Notices shall be given to, as applicable:

To TRIP PAR:

Telephone: 27-2125-6301

Facsimile: 27-2125-6301

Attention: Renan Chieppe

email: renan@aguiabranca.com.br

To RIO NOVO:

Telephone: 27-2125-6304

Facsimile: 27-2125-6304

Attention: Decio L. Chieppe

email: decio@aguiabranca.com.br

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

6

THIRD AMENDMENT TO THE STOCK OPTION

AGREEMENT AND OTHER COVENANTS

To CAPRIOLI:

Telephone: 19-2139-3112

Facsimile: 19-2139-3101

Attention: José Mario Caprioli dos Santos

email: josemario@voetrip.com.br

To ABP:

Telephone: 27-2125-6304

Facsimile: 27-2125-6304

Attention: Decio L. Chieppe

email: decio@aguiabranca.com.br

3.2.1. The Party that changes its contact information shall inform the other Parties thereof, under penalty of having the notice delivered to the address, facsimile or email listed herein deemed valid and effective.

3.3. All other clauses and conditions of the Agreement hereby amended, as amended, that have not been amended hereby and/or are not conflicting herewith are ratified and incorporated hereto, as if transcribed herein, including the obligations assumed and the restrictive clauses set forth, which shall be kept in their integrity for all purposes of the law.

This Agreement was executed in four (4) counterparts of equal content and form, in the presence of two witnesses.

Vitória (Espírito Santo), July 2, 2012.

CONTRACTING PARTIES:

/s/ Nilton Carlos Chieppe	/s/ Decio Luiz Chieppe
RIO NOVO LOCAÇÕES LTDA.	RIO NOVO LOCAÇÕES LTDA.
Nilton Carlos Chieppe	Decio Luiz Chieppe
/s/ Renan Chieppe	/s/ José Mario Caprioli dos Santos
TRIP PARTICIPAÇÕES S/A.	TRIP PARTICIPAÇÕES S/A.
Renan Chieppe	José Mario Caprioli dos Santos

7

THIRD AMENDMENT TO THE STOCK OPTION

AGREEMENT AND OTHER COVENANTS

GUARANTORS:

/s/ Nilton Carlos Chieppe         /s/ Decio L. Chieppe

ÁGUIA BRANCA PARTICIPAÇÕES S/A

Nilton Carlos Chieppe         -        Decio L. Chieppe

/s/ José Mario Caprioli dos Santos

CAPRIOLI PARTICIPAÇÕES LTDA.

José Mario Caprioli dos Santos

WITNESSES
1	/s/ Thiago da Silva Santos	2	/s/ Ricardo Vaze Pinto
Name Thiago da Silva Santos		Name Ricardo Vaze Pinto
RG/CPF 103.729.367.33		RG/CPF 973.873.396-00

8

FOURTH AMENDMENT TO THE STOCK OPTION

AGREEMENT AND OTHER COVENANTS

PARTIES:

A) RIO NOVO LOCAÇÕES LTDA., a private company with its head office at Rodovia BR 262, Km 6.3, Vila Capixaba, in the city of Cariacica, state of Espírito Santo, ZIP code 29145-901, with corporate taxpayer ID number [CNPJ] 04.373.710/0001-18, herein represented by its duly authorized management (hereinafter referred to simply as “RIO NOVO”);

B) TRIP PARTICIPAÇÕES S/A., a private company with its head office at Rodovia BR 262, Km 05, Campo Grande, in the city of Cariacica, state of Espírito Santo, ZIP code 29145-901, with corporate taxpayer ID number [CNPJ] 09.229.532/0001-70, herein represented by its duly authorized management (hereinafter referred to simply as “TRIP PAR”);

C) ÁGUIA BRANCA PARTICIPAÇÕES S/A., a private company with its head office at Rua José Alexandre Buaiz, 300, 18^th floor, Enseada do Suá, in the city of Vitória, state of Espírito Santo, ZIP code 29050-545, with corporate taxpayer ID number [CNPJ] 31.469.364/0001-49, herein represented by its duly authorized Officers (hereinafter referred to simply as “ABP”); and

D) CAPRIOLI PARTICIPAÇÕES LTDA., a private company with i t s head office at Avenida Governador Pedro de Toledo, 869, Bonfim, ZIP code 13070-751, in the city of Campinas, state of São Paulo, with corporate taxpayer ID number [CNPJ] 08.243.914/0001-95, herein represented by its duly authorized administrator (hereinafter referred to simply as “CAPRIOLI PAR”).

(individually a “Party” and jointly the “Parties”)

RECITALS:

a) WHEREAS, on January 11, 2008, TRIP PAR and TOTAL entered into a Stock Option Agreement and Other Covenants that provided for an irrevocable call option by TRIP PAR and put option by TOTAL, with minimum and maximum amounts set forth in the document hereby amended;

b) WHEREAS, on April 8, 2009, TOTAL and RIO NOVO, with the express consent of TRIP PAR, entered into an Amendment to the Stock Option Agreement and Other Covenants, which agreement transferred the rights and obligations included in the amended instrument from TOTAL to RIO NOVO. All rights and obligations in effect under the Stock Option Agreement and Other Covenants mentioned in “a” above have been subrogated to RIO NOVO, pursuant to Article 347, Item I, of the Brazilian Civil Code; and

1

c) WHEREAS, section 1.8 of the instrument mentioned in “a” above formally established that, within forty-eight (48) months from the execution of the Stock Option Agreement, TRIP PAR agreed to purchase from RIO NOVO the shares mentioned in that instrument, for the price and at the terms set forth in the Agreement, whose original final exercise date was January 11, 2012, extended to January 6, 2014 by the Second and Third Amendments to the Stock Option Agreement and Other Covenants entered into by the parties, respectively, on December 22, 2011, and July 2, 2012.

NOW, THEREFORE, the PARTIES have caused this Fourth Amendment to the Stock Option Agreement and Other Covenants to be executed, and agree as follows:

FIRST:

The Stock Option Agreement and Other Covenants, entered into on January 11, 2008, set forth the conditions in connection with the transactions thereunder, in accordance with the respective provisions. The Amendment to the Stock Option Agreement and Other Covenants, entered into on April 8, 2009, transferred TOTAL’s rights and obligations to RIO NOVO.

SECOND:

By this amendment, the parties lawfully decide, as they have done, to amend the agreement mentioned in the above section to supplement it with mutually granted and accepted terms, as follows:

I. ADJUSTMENT TO THE EXERCISE PERIOD

1.1. RIO NOVO holds ninety-eight thousand, five hundred and seven (98,507) common shares and forty-four thousand, two hundred and ninety (44,290) preferred class B shares, totaling one hundred and forty-two thousand, seven hundred and ninety-seven (142,797) shares of the company AZUL S/A., and may exercise a put option and sell its shares to TRIP PAR, the final exercise date for which is January 6, 2014. The PARTIES agree, free of any defect, to extend the exercise period of the option to six (6) months from the final exercise date previously set forth in the Third Amendment. Thus, the new final exercise date of the Put Option is July 7, 2014.

1.2. Accordingly, sections 1.2 through 1.7 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, will now have the following wording and renumbering:

2

CONFIDENTIAL TREATMENT REQUESTED

1.2 – In case of an IPO, and solely as a result of such event, shares of AZUL S.A. shall be priced through a bookbuilding process, which is the valuation of shares according to a method adopted in the capital markets (the “Pricing”).

1.3 – If, as a result of Pricing, the estimated amount of all shares of AZUL S.A. held by RIO NOVO is below [*****], RIO NOVO may then exercise its full Put Option and sell its shares to TRIP PAR, taking into account the share percentage in effect at the time, for the minimum Exercise price of [*****], as adjusted by the criteria set forth in section 1.10.

1.4 – If, as a result of Pricing, the estimated amount of all shares of AZUL S.A. held by RIO NOVO is above [*****], TRIP PAR may then settle the purchase of shares of RIO NOVO, for the maximum Exercise price of [*****], as adjusted by the criteria set forth in section 1.10.

1.5 – In case of an IPO, upon Pricing, the Put Option shall be subject to the following:

i) the Put Option shall be exercised, upon express statement (“Notice”) sent to the other Party, on the Pricing date;

ii) based on the dynamics of the IPO process, especially the Pricing procedure, the PARTIES shall be in direct contact (in person or by cell phone) at the time of such event (Pricing); once they become aware of the set price, they shall formalize and exercise the corresponding Option;

iii) once the Option is exercised by RIO NOVO, TRIP PAR shall have to immediately purchase the shares for the set prices, as applicable;

iv) payment for the shares shall be made by wire transfer to the account or accounts indicated by RIO NOVO, in Brazil, within thirty (30) days from the effective receipt of the Put Option Notice.

1.6. If, from the date this instrument is signed, there is any reverse stock split or stock split, for any reason, the relevant effects shall apply to the number of shares held by RIO NOVO in AZUL S.A., and such new number of shares shall be automatically subject to the provisions hereof.

1.7. The Exercise of the Put Option shall always take into account the shareholding in effect at the time of the Exercise, thus terminating any rights or obligations deriving from such shares at the time of the financial settlement and transfer of shares.”

1.3. Accordingly, section 1.8 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, is now worded as follows:

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

3

“1.8 – On July 7, 2014 (the “Exercise Date”), provided that a new Listing Event (as defined below) has not occurred, RIO NOVO shall have the right, and not the obligation, exercisable in accordance with the terms and conditions set forth herein, to sell to TRIP PAR (which hereby agrees to purchase from RIO NOVO) all (and not less than all) shares held by RIO NOVO in the capital stock of AZUL S.A., for the Price set forth herein, to be paid exclusively in cash.

1.8.1 – If RIO NOVO wishes to exercise its right to sell all its Shares to TRIP PAR, in accordance with the terms set forth above, it shall formally so state through an express communication sent to TRIP PAR, at any time from the execution date hereof until the “Exercise Date.” Failure to give advance notice of its intention to exercise the right to sell by the “Exercise Date” shall be deemed a manifestation of no interest in completing the sale, with it thus remaining in the capital stock of AZUL S.A.

1.8.2 – For purposes hereof, “Listing Event” means the registration of the Company, or holding company that controls the Company, with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or CVM, and/or the U.S. Securities and Exchange Commission, or SEC, as a publicly-traded company and an IPO, trading on any segment of the São Paulo Stock Exchange or any successor stock exchange, or on the New York Stock Exchange, or NYSE.”

II. REPLACEMENT OF THE ASSET AND ITS PRICING

2.1. The Parties resolve to amend the corporate asset to be exercised by the right of sale by RIO NOVO, replacing the shares held by RIO NOVO in the share capital of TRIP Linhas Aéreas S/A with the entirety of the equity interest held by RIO NOVO in AZUL S.A.’s share capital.

2.2. As a result of the foregoing and in order to conform the contractual conditions, sections 1.9 and 1.10 of the Stock Option Agreement and Other Covenants, executed on January 11, 2008, as amended, are now worded as follows:

“1.9. The amount to be paid by TRIP PAR, in the cases set forth in Item 1.8 above, shall be agreed upon as follows:

i) the price will be calculated using [*****], as the basis date.

ii) each Party will engage, at its expense, an appraisal company (Investment Bank) with unquestioned technical capabilities and a strong reputation for the valuation of assets and Companies, selected from among the ten (10) Investment Banks ranked by the Brazilian Association of Financial and Capital Market Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or ANBIMA, as the largest Coordinators or Participants in Mergers, Acquisitions, Tender Offers for the Acquisition of Shares (Oferta Pública de Aquisição de Ações), or OPAs, Initial Public Offerings (IPOs), and Corporate Restructuring processes (collectively referred to simply as “Mergers and Acquisitions). This ranking is published on a quarterly basis and is available at ANBIMA’s website (http://portal.anbima.com.br/Pages/home.aspx), at the time of the event.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

4

CONFIDENTIAL TREATMENT REQUESTED

iii) the price shall be equal to the arithmetic mean of the values shown in the report prepared by two appraisal companies;

iv) however, if the values shown in the reports differ by more than fifteen percent (15%), the Parties shall, as mutually agreed, choose a third company, pursuant to the same criteria mentioned above. However, in order to avoid any difficulty, such third company shall be the one that is ranked highest by ANBIMA from among the ten (10) best Investment Banks; the value calculated by it shall be included together with the amounts from the other two appraisal companies, and the price shall be equal to the arithmetic mean of the values shown in the reports presented by the three (3) appraisal companies, and will serve as the reference basis for the transaction.

1.9.1. If the appraisal report establishes a value for all shares held by RIO NOVO in the capital stock of AZUL S.A. below [*****], then the minimum Exercise price for RIO NOVO shall be equal to [*****] for all shares held by RIO NOVO. If the appraisal report sets a value for all shares held by RIO NOVO in the capital stock of AZUL S.A. above [*****], then the maximum Exercise price for RIO NOVO shall be equal to [*****] for all shares held by RIO NOVO. If the appraisal report establishes a value between [*****]) and [*****], then the price for all shares held by RIO NOVO in the capital stock of AZUL S.A. shall be the value established in the appraisal report.

1.9.2. Once the appraisal process has been completed, the payment for all shares shall be made through wire transfer to the account or accounts listed by RIO NOVO, in Brazil, within thirty (30) days.

1.10. In any case, the minimum value of [*****] and the maximum value of [*****]) shall be subject to interest as follows:

i) until the thirty-sixth month from the date of the execution of the original Stock Option Agreement (January 11, 2008), at [*****] of the Interbank Certificate of Deposit (Certificado de Depósito Interbancário), or CDI, rate;

ii) from the thirty-sixth month until effective payment, at [*****] of the CDI rate plus [*****] per month.”

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

5

III. MISCELLANEOUS

3.1. This Agreement shall prevail over any other, prior negotiations, agreements, and contracts, and can only be amended in writing. It must be interpreted and applied in accordance with the principle of good faith, according to and in the context of the other agreements entered into by the Parties, especially in connection with the contractual conditions.

3.2. Notices. Notices shall be given, as

applicable: To TRIP PAR:

Telephone: 27-2125-6301

Facsimile: 27-2125-

6301 Attention: Renan

Chieppe

email: renan@aguiabranca.com.br

To RIO NOVO:

Telephone: 27-2125-6304

Facsimile: 27-2125-6304

Attention: Decio L. Chieppe

email: decio@aguiabranca.com.br

To CAPRIOLI:

Telephone: 11-4134-9849

Facsimile: 11-4134-9849

Attention: José Mario Caprioli dos Santos

email: josemario@voeazul.com.br

To ABP:

Telephone: 27-2125-6304

Facsimile: 27-2125-6304

Attention: Decio L. Chieppe

email: decio@aguiabranca.com.br

3.2.1. The Party that changes its contact information shall inform the other Parties thereof, under penalty of having the notice delivered to the address, facsimile or email listed herein be deemed valid and effective.

3.3. All other t e r m s and conditions of the Agreement and its amendments that are hereby amended, that have not been amended hereby and/or are not conflicting herewith, are ratified and incorporated into this Fourth Amendment, as if quoted herein, including the obligations assumed and the restrictive covenants set forth, which shall be kept in full for all purposes of the law.

6

This Agreement was executed in four (4) identical counterparts, in the presence of two witnesses.

Vitória, Espírito Santo, December 27, 2013.

CONTRACTING PARTIES:

/s/ Nilton Carlos Chieppe		/s/ Decio Luiz Chieppe
RIO NOVO LOCAÇÕES LTDA.		RIO NOVO LOCAÇÕES LTDA.
Nilton Carlos Chieppe		Decio Luiz Chieppe
/s/ Renan Chieppe		/s/ José Mário Caprioli dos Santos
TRIP PARTICIPAÇÕES S/A.		TRIP PARTICIPAÇÕES S/A.
Renan Chieppe		José Mario Caprioli dos Santos
GUARANTORS:
/s/ Nilton Carlos Chieppe         /s/ Decio L. Chieppe
ÁGUIA BRANCA PARTICIPAÇÕES S/A
Nilton Carlos Chieppe         -         Decio L. Chieppe
/s/ José Mário Caprioli dos Santos
CAPRIOLI PARTICIPAÇÕES LTDA.
José Mario Caprioli dos Santos
WITNESSES
1	/s/ Thiago da Silva Santos	2	/s/ Ricardo Vaze Pinto
Name Thiago da Silva Santoa		Name Ricardo Vaze Pinto
RG/CPF 11.176.327 SSP/MG		RG/CPF CAR/MG 73 786
103.729.367-33		CPF/MF 973.873.396/00

7

FIFTH AMENDMENT TO THE STOCK OPTION AGREEMENT AND OTHER

COVENANTS

By this private instrument:

(a) RIO NOVO LOCAÇÕES LTDA., a limited business company with its head office in Cariacica, Espírito Santo, at Rodovia BR 262, Km 6.3, Room 208, ZIP Code 29157-405, with corporate taxpayer ID number [CNPJ/MF] 04.373.710/0001-18, herein represented in accordance with its founding documents, from here onwards referred to simply as “Rio Novo”;

(b) TRIP PARTICIPAÇÕES S.A., a share Corporation with its head office in Cariacica, Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, ZIP Code 29145-901, with corporate taxpayer ID number [CNPJ/MF] 09.229.532/0001-70, herein represented in accordance with its founding documents, from here onwards referred to simply as “TRIP Par”;

(c) ÁGUIA BRANCA PARTICIPAÇÕES S.A., a share Corporation with its head office in Cariacica, Espírito Santo, at Rodovia BR262, Km 05, Campo Grande, with corporate taxpayer ID number [CNPJ/MF] 31.469.364/0001-49, herein represented in accordance with its founding documents, from here onwards referred to simply as “ABP”; and

(d) CAPRIOLI PARTICIPAÇÕES LTDA., a limited business company with its head office in Campinas, São Paulo, at Avenida Governador Pedro de Toledo, 869, Bonfim, with corporate taxpayer ID number [CNPJ/MF] 08.243.914/0001-95, herein represented in accordance with its founding documents, from here onwards referred to simply as “Caprioli”;

Rio Novo, TRIP Par, ABP and Caprioli are referred to from here onwards jointly as the “Parties” or individually as a “Party”.

RECITALS

A. WHEREAS, a Stock Option Agreement and Other Covenants was entered into on January 11, 2008, among Total Linhas Aéreas S.A., TRIP Participações Ltda. (the former name of TRIP Par), ABP, Caprioli, Antonio Augusto Gomes dos Santos, José Mário Caprioli dos Santos, Alexandra Caprioli dos Santos Fontolan, Renan Chieppe, Decio Luiz Chieppe and Nilton Carlos Chieppe, as amended on April 8, 2009, December 22, 2011, July 2, 2012, and December 27, 2013 (“Option Agreement”);

CONFIDENTIAL TREATMENT REQUESTED

B. WHEREAS, due to agreements and arrangements, the current parties to the Option Agreement are the Parties, in accordance with the recitals above;

C. WHEREAS, Section 1.8 of the Option Agreement establishes that the final exercise date for Rio Novo’s option to sell all the shares held by Rio Novo in Azul S.A.’s share capital to TRIP Par is July 7, 2014;

D. WHEREAS, the Parties wish to extend the mentioned final exercise date and establish other conditions.

THE PARTIES resolve that they will amend the Option Agreement through this “Fifth Amendment to the Stock Option Agreement and Other Covenants” (“Fifth Amendment”),which will be governed by the following terms and conditions:

SECTION I

AMENDMENTS

1.1. Section 1.8 of the Option Agreement is amended so that it will have the following wording:

“1.8.On [*****] (the “Exercise Date”), and provided that a Listing Event (as defined below) has not occurred, RIO NOVO will have the right, but not the obligation,exercisable in accordance with the terms and conditions set forth herein, to sell to TRIP PAR (which hereby agrees to purchase from RIO NOVO) all (and not less than all) of the Shares held by RIO NOVO in AZUL S.A.’s share capital, for the price set forth herein, to be paid exclusively in cash.”

1.2. Section 1.8.3 is included in the Option Agreement, with the following wording:

“1.8.3. If Caprioli, at its option, exercises one of the measures stipulated in Section 3.3 of the Subscription Agreement and Other Covenants entered into by ABP, Caprioli and TRIP Par on April 14, 2014, a copy of which Rio Novo recognizes it has received on this date,then this Stock Option Agreement and Other Covenants will be automatically rescinded,losing all its effects, without any cost or burden for any of the parties.”

SECTION II

RATIFICATIONS

2.1.All the sections, items, characteristics and conditions contained in the Option Agreement are ratified in the terms in which they are written, including, but not limited to, Sections 2.5 and 2.6, which establish the dispute resolution method for the Option Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

39

SECTION III

MISCELLANEOUS

3.1. This Fifth Amendment is entered into irrevocably and irreversibly, binding the Parties and their successors.

3.2. The terms used in this Fifth Amendment that are not defined here have the same meaning that is attributed to them in the Option Agreement.

3.3. Any conflict resulting from this Fifth Amendment will be resolved in accordance with Sections 2.5 and 2.6 of the Option Agreement.

Having so agreed, the parties sign this instrument in four (4) identical copies, together with two (2) witnesses, who also sign it.

Vitória, April 14, 2014

Signature page of the Fifth Amendment to the Stock Option Agreement and Other Covenants

/s/ Decio Luiz Chieppe               /s/ Nilton Carlos Chieppe

ÁGUIA BRANCA PARTICIPAÇÕES S.A.

Name: Decio Luiz Chieppe        Nilton Carlos Chieppe

Position:

Signature page of the Fifth Amendment to the Stock Option Agreement and Other Covenants

/s/ José Mário Caprioli dos Santos

CAPRIOLI PARTICIPAÇÕES LTDA.

Name: José Mário Caprioli dos Santos

Position:

Signature page of the Fifth Amendment to the Stock Option Agreement and Other Covenants

/s/ Renan Chieppe                            /s/ José Mario Caprioli Santos

TRIP PARTICIPAÇÕES S.A.

Name: Renan Chieppe                      José Mario Caprioli Santos

Position:

Signature page of the Fifth Amendment to the Stock Option Agreement and Other Covenants

/s/ Decio Chieppe               /s/ Nilton Carlos Chieppe

RIO NOVO LOCAÇÕES LTDA.

Name: Decio Chieppe        Nilton Carlos Chieppe

Position:

Signature page of the Fifth Amendment to the Stock Option Agreement and Other Covenants

Witnesses:

/s/ Gabriela da Matta Chieppe Leal	/s/ Thiago da Silva Santos
Name: Gabriela da Matta Chieppe Leal	Name: Thiago da Silva Santos
	Advogado
ID [R.G.]: 2050880-SPTC/ES	ID [R.G.]: OAB/ES 13.702

EX-10.11

Exhibit 10.11

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 the Securities and Exchange Commission.

  CONFIDENTIAL TREATMENT REQUESTED  

Memorandum of Understanding

- LEAP-1A -

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.

WHEREAS, Airline agrees to purchase and take delivery of [*****] new LEAP-1A powered A320/321NEO aircraft, [*****] together defined as the “Aircraft”) in accordance with the delivery schedule to be agreed by the Parties and as initially indicated as set forth in Attachment I, item 4 hereto (the “Aircraft Delivery Schedule”). The Parties further agree that the conditions herein described will apply to incremental deliveries to Airline’s fleet until the earlier of (i) [*****], or (ii) [*****] whichever occurs first. In any event, the parties may at any time engage in good faith negotiations in order to improve the economic conditions of future incremental aircraft and block of engines to be added to this Services Agreement (“Incremental Aircraft”); and in case such negotiations succeed, the new improved condition will apply to the Incremental Deal from such moment on.

WHEREAS Airline agrees to purchase and take delivery of [*****] LEAP-1A26 and [*****] LEAP-1A32 spare engines from CFM (the “Spare Engine(s)”) according to the delivery schedule set forth in Attachment A hereto (the “Spare Engine Delivery Schedule”) and thereafter agrees to maintain an installable Spare Engine to installed Engine ratio of not less than [*****] in support of its fleet size during the term of the Agreement.

WHEREAS, the Parties have also been negotiating with respect to the purchase by Airline of fleet management, maintenance, repair and overhaul services on a rate per flight hour basis (“Services”) for the Engines and components from CFM; and

WHEREAS, Airline has agreed to select the Engines to power the Aircraft and to select CFM to provide the Services for the Engines; and

WHEREAS, the Parties have reached an agreement regarding the main commercial terms and conditions for the purchase of Spare Engine(s) and Services, as set forth in Attachment I and Attachment II hereto; and

WHEREAS, Parties have agreed to certain terms and conditions regarding leased engines and lease flexibility conditions, and will continue to negotiate in good faith with lessors; and

CFM, CFM56, LEAP and the CFM logo are trademarks of CFM International, a 50/50 joint company between Snecma (Safran group) and GE. The information in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM International and its parent companies, and shall not be used, disclosed to others or reproduced without the express written consent of CFM. If consent is given for reproduction in whole or in part, this notice shall appear in any such reproduction in whole or in part. The information contained in this document may also be controlled by the U.S. and French export control laws. Unauthorized export or re-export is prohibited.

Page 1/11

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

  CONFIDENTIAL TREATMENT REQUESTED    

WHEREAS, the Parties want to enter into this exclusive and binding MOU, by which the Parties agree to diligently pursue the completion of the final documentation of the transaction within 120 (one hundred and twenty) days.

NOW, THEREFORE, in consideration of the above premises the Parties agree as follows:

1. The Parties agree that within a period of one hundred and twenty (120) days from the date of signature of this MOU (the “Completion Period”) they shall complete and execute all necessary definitive documentation.

2. Airline acknowledges that this is a binding and exclusive MOU and as such, agrees that, until the completion and execution of all necessary definitive documentation, it shall negotiate exclusively with CFM for the purchase of the Engines to power the Aircraft and for the purchase of the Services for the Engines, and provided that CFM continues to negotiate in good faith and continues to use its best efforts to agree the final terms of the transaction, shall not solicit any other proposals from any third parties.

3. Upon the signature of this MOU, Airline shall immediately notify [*****] and relevant lessors that CFM LEAP has been selected to power their A320NEO fleet.

4. Each party agrees that at all times it will hold in confidence and not disclose to any third party (except its authorized representatives or as otherwise approved in writing by the other party) any information disclosed to it by the other party (“Confidential Information”). Neither party will use the Confidential Information for any purpose other than performing its obligations under this Agreement. Airline agrees that CFM may issue a press release, upon Airline’s consent, announcing Airline’s agreement to power the Aircraft with the Engines and to purchase the Services from CFM. The parties acknowledge that despite notifying Airframe and relevant lessors, Airline and CFM agree that such information shall be kept as Confidential Information until Airline solely determines.

5. Conditions Precedent:

(a) Execution of the Purchase Agreement between Airframer and Airline, which, amongst other things, shall include a provision where Airframer provides Airline with its [*****] and

(b) [*****]

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  CONFIDENTIAL TREATMENT REQUESTED    

6. This MOU, irrespective of the place where it is executed or to be performed, shall be governed, construed and performance thereof shall be determined in accordance with the federal and state laws of the State of New York, USA, without effect given to the conflict of law provision therein. The venue of any action on this MOU shall be in the Federal courts of the Southern District of New York, NY and any action to determine the rights or obligations of the Parties hereto shall be brought in the Courts sitting in the City of New York.

7. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER TRANSACTION AGREEMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

8. The negotiation and signature of a definitive agreement will generate a comprehensive document based on the general commercial terms of this MOU and such other terms and conditions as customary in this type of agreements and which are required for the execution of the Services. The definitive agreement shall otherwise be in form and substance acceptable to both Parties, acting reasonably and in good faith

AZUL LINHAS AÉREAS BRASILEIRAS S.A.		CFM INTERNATIONAL, INC.
By:	/s/ Alexandre Wagner Malfitani	By:	/s/ Kevin Fewell
Title:	Attorney In Fact	Title:	Chief Financial Officer
Date:	June 27, 2014	Date:	July 14, 2014

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  CONFIDENTIAL TREATMENT REQUESTED    

Attachment I - Engines

1. Aircraft Allowance: Provided that Airline maintains an installable Spare Engine to installed Engine ratio of not less than [*****] for the firm Aircraft, the following allowances (the “Allowances”) shall apply in relation to each such Aircraft purchased direct from Airframer and delivered to Airline (stated in January 2014 US Dollars, and therefore subject to escalation [*****] described below):

a. Aircraft Allowance:

-A320Neo powered by LEAP-1A26: [*****]

-A321Neo powered by LEAP-1A32: [*****]

b. Initial Provisioning Allowance:

-A320Neo powered by LEAP-1A26: [*****]

-A321Neo powered by LEAP-1A32: [*****]

c. Spare Engine Allowance:

-A320Neo powered by LEAP-1A26: [*****]

-A321Neo powered by LEAP-1A32: [*****]

2. Spare Engine Net Base Price: Stated in January 2014 US Dollars [*****] and applicable to deliveries of the firm Aircraft through [*****] :

- LEAP-1A26: [*****]

- LEAP-1A32: [*****]

3. Escalation: Price adjustment as per Attachment D of the draft of the Letter Agreement No.1 to GTA No. CFM-1-4207092154, submitted by email to Airline on May 12, 2014, with the following [*****] provisions:

i) [*****] Installed Engines and Allowances

Subject to and contingent upon Airline purchasing and taking delivery of [*****], each in accordance with the terms set forth herein, CFM agrees to provide Airline, [*****] . The below escalation calculations will also apply to all Aircraft Allowance payments.

If the price adjustment due to escalation as calculated under Attachment D is less than or equal to [*****] annual escalation, the Engine price will be adjusted by the changes in the escalation calculated in Attachment D. If the price adjustment due to escalation as calculated under

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  CONFIDENTIAL TREATMENT REQUESTED    

Attachment D is greater than [*****] annual escalation then the price adjustment due to escalation will be an amount equal to [*****] per annum on a cumulative basis from January 2014 through the date of Engine delivery to Airframer.

However, in the event the price adjustment due to escalation as calculated under Attachment D is greater than [*****] in any twelve (12) month period, then the price adjustment due to escalation will be an amount equal to the value calculated above, [*****] of each such difference between actual escalation and [*****] will be added to the above through the date of Engine delivery to the Airframer.

Notwithstanding previous agreements with Airframer, the price of Engines delivered directly to Airframer from CFM for installation on any firm Aircraft with delivery dates that occur on or before [*****] shall be subject to escalation [*****], in accordance with Attachment D and subject to the [*****]. In the event the price calculated per Attachment D is greater than the price calculated according to the [*****]

For Engines delivered directly to Airframer from CFM for installation on the firm Aircraft with delivery dates that occur [*****]

ii) [*****] Spare engines

Subject to and contingent upon Airline purchasing and taking delivery of all [*****] Spare Engines, each in accordance with the terms set forth herein, CFM agrees to provide Airline, as a special allowance, the following price [*****] The below escalation calculations will also apply to all Spare engine Allowance payments.

If the price adjustment due to escalation as calculated under Attachment D is less than or equal to [*****] cumulative annual escalation, the Engine price will be adjusted by the changes in the escalation calculated in Attachment D. If the price adjustment due to escalation as calculated under Attachment D is greater [*****] cumulative annual escalation then the price adjustment due to escalation will be an amount equal to [*****] per annum on a cumulative basis [*****] to Airline.

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However, in the event the price adjustment due to escalation as calculated under Attachment D is greater than [*****] in any twelve month period, then the price adjustment due to escalation will be an amount equal to the value calculated above, plus [*****] will be added to the above through the date of Engine delivery to the Airline.

The price of Spare Engines delivered directly to Airline from CFM with delivery dates that occur on or before [*****] and subject to the [*****] For delivery of Spare Engines that occur [*****], the total cumulative escalation in Attachment D from January 2014 to the date of delivery shall apply to such Engines with no [*****], unless the parties agree otherwise.

INTENTIONALLY LEFT BLANK

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4. Delivery Schedule: as per the table below and to be further adjusted by the Purchase Agreement between Airframer and Airline.

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

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Attachment II - Services

1. Engines Covered: LEAP-1A engines for [*****] Owned Aircraft and [*****] Leased Aircraft, plus a [*****] new firm Spare Engines per the Aircraft Delivery Schedule and the Spare Engine Delivery Schedule.

2. Term: Each Engine will be covered for the period beginning on the delivery date of such Engine to Airline and will continue for a period [*****].

3. Pricing: Rate per EFH stated in January 2014 US Dollars and subject to escalation. Such pricing does not include coverage for remaining life at the end of the term. At the time of the delivery of each Engine, customer will notify CFM which rate structure shall apply for each Engine serial number. Only one billing structure shall apply for each engine during the term.

The Rate per EFH pricing is valid for [*****]

3.1 Owned Fleet – Restored with Popular adder including LLP structure

Services Rate	Rate per EFH
[*****]		[*****]

For the Owned fleet, Azul shall make Popular Rate payment on a monthly basis and Restored Rate payments at the time of each shop visit. Both payments shall be made directly to GE Celma Ltda.

3.2 Leased Fleet – Restored billed monthly with Popular adder structure

Services Rate	Rate per EFH
[*****]		[*****]

For the Leased fleet, Azul shall make Popular Rate payments directly to GE Celma Ltda on a monthly basis. Restored Rate payments shall be made to the applicable Lessor on a monthly basis. Such Restored Rate payments will be paid to GE Celma Ltda. at the time of each shop visit. LLP Supplemental Rent pricing for the lease fleet shall be defined per Azul’s agreement with the Lessor. Replacement of LLPs will be with new parts purchased exclusively from CFM, to be invoiced to Azul on a supplemental basis at the time of the shop visit.

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[*****]

4. Flight Line LRU Price: Stated in January 2014 US Dollars and subject to escalation. The Flight Line LRU coverage is an optional service and should be selected by Airline at time of execution of Agreement. Such services will be invoiced by CFM directly to Azul. Parties will negotiate in good faith comprehensive terms and conditions for such optional services, to be described in an exhibit of the Services Agreement.

Additional Services Rate	Rate per EFH
[*****]	[*****]

Optional Coverage

Azul may select Sao Paulo (VCP) as the Delivery Point, and in this case, [*****] If VCP is chosen as Delivery Point, the following incoterms shall apply:

• Snecma shall deliver parts [*****]

• Azul shall deliver parts [*****]

5. Operating Conditions: All prices presented in this MOU are based on the following Operating Conditions, changes to such operating conditions will result in changes to the pricing as defined in a severity table within the definitive documents:

Installed Engines and Spare Engines Operating Parameters for LEAP-1A32:

Annual Utilization: [*****]

Average Flight Leg: [*****]

Average Take-off Derate: [*****]

OAT: [*****]

Main hub: Viracopos – Campinas (VCP)

Installed Engines and Spare Engines Operating Parameters for LEAP-1A32:

Annual Utilization: [*****]

Average Flight Leg: [*****]

Average Take-off Derate: [*****]

OAT: [*****]

Main hub: Viracopos – Campinas (VCP)

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6. Escalation: Price adjustment according to the escalation formulas provided in Exhibit E of the draft of the Services Agreement No. 1-4207092374, submitted by email to Airline on May 12, 2014, with the following [*****] :

[*****]

9. Designated Repair Station: GE Celma Ltda shall be the primary DRS for Azul fleet. [*****]

8. [*****]

[*****]	[*****]		[*****]
[*****]		[*****]		[*****]

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[*****]

[*****]

10. Other Terms and Conditions: All other terms and conditions not specifically addressed within this MOU shall be in accordance with the CFM draft RPFH Agreement dated 05/12/2014 or as otherwise agreed by the parties in the definitive documentation and agreements.

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EX-21.1

Exhibit 21.1

Subsidiaries of Azul S.A.

1.	Azul Linhas Aéreas Brasileiras S.A.
2.	TRIP Serviços de Suporte Aéreo S.A. (f/k/a TRIP Linhas Aéreas S.A.)
3.	Canela Investments LLC (Delaware, USA)
4.	Azul Finance LLC (Delaware, USA)
5.	Azul Services LLC (Delaware, USA)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated September 9, 2014, in the Registration Statement on Form F-1 and related Prospectus of Azul S.A.

/s/ ERNST & YOUNG

Auditores Independentes S.S.

/s/ Julio Braga Pinto

Partner

Sao Paulo, Brazil

November 28, 2014

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 20, 2013, with respect to the financial statements of Trip Linhas Aéreas S.A. included in the Registration Statement on Form F-1 and related Prospectus of Azul S.A.

/s/ ERNST & YOUNG

Auditores Independentes S.S.

(formerly Ernst & Young Terco, Auditores Independentes S.S.)

/s/ Julio Braga Pinto

Partner

Sao Paulo, Brazil

November 28, 2014