Common use of Dilution Events Clause in Contracts

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.” 1.10. Section 8.1.1 of the Investment Agreement is hereby amended and shall be in effect with the following new wording:

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.” 1.10. Section 8.1.1 of the Investment Agreement is hereby amended and shall be in effect with the following new wording: