Common use of VPAPI Clause in Contracts

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 [*****].