Common use of Indemnification Methodologies of AZUL Holding up to the Adjustment - Indemnifications Date Clause in Contracts

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 ▇. ▇▇▇: 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; 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.

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 - Adjustment—Indemnifications Date. (a) Indemnifications up to the Adjustment - Adjustment—Indemnifications Date. Between the Date of Execution and the Adjustment - 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 - 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 - PPIAT—PPIAH) / VPAPI ▇. ▇▇▇: 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 - Adjustment—Indemnifications Date updated by the CDI; c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - 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.